Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify 10.3.1 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 XIV. In case any proceeding (including any governmental investigation) shall be instituted involving any Party claims in respect of which indemnity may an ASLAN Indemnitee or Array Indemnitee shall be sought pursuant to this Article XIVmade solely by ASLAN or Array, such respectively. 10.3.2 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. 10.3.3 Subject to the provisions of Sections 10.3.4 and 10.3.5, 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 10.3.4 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 14.3 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 10.3.5 below shall govern. 10.3.4 Upon assumption of the defense of a Claim Notice, solely for claims by the Indemnifying Party: (ai) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3expense. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 10.3.5 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 10.3.3 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 cooperation. 14.3.5Claim and defend or handle such Claim in such manner as it may deem appropriate. Each In such event, the Indemnified Party shall maintainkeep 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 its costthe Indemnified Party’s request but at no expense to the Indemnified Party, a program and shall be entitled to participate in the defense and handling of insurance and/or self insurance against liability and other risks associated such Claim with its activities own counsel and obligations under this Agreement, including at its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of a claim for which indemnification (a) Except as may be sought otherwise provided pursuant to this Article XIV. In case Section 6 hereof, any proceeding party entitled to indemnification hereunder (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article XIVeach, such Party (the “an "Indemnified Party”") shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Indemnifying Party and shall, with respect to claims asserted against any such Indemnified Party shall promptly meet to discuss how to respond to by any claims that are the subject matter of such proceeding. At its optionthird party (a "Third-Party Claim"), the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 14.3 by giving give written notice to the Indemnified Party party against whom indemnification is sought (the "Indemnifying Party") of any liability which might give rise to a claim for indemnity hereunder within ** thirty (30) days of the receipt of any written claim or until notice from any such time provided in any applicable extension to appropriately answer any complaint, if anythird party, but no longer later than ** twenty (20) days prior to the “Election Time Period”); date any answer, responsive pleading or other response may be due with respect thereto, and with respect to any other matter for which any Indemnified Party may seek indemnification hereunder, the Indemnified Party being obligated shall give prompt written notice to make all reasonable efforts the Indemnifying Party of any liability which might give rise to obtain a claim for indemnity; provided, however that any failure to give such extensionnotice will not release the Indemnifying Party from its obligations hereunder except to the extent that the rights of the Indemnifying Party are materially prejudiced thereby. (b) after Except with respect to claims governed by Section 6 hereof which shall be governed by the provisions thereof, the Indemnifying Party’s , upon receipt of an Indemnification such notice, shall be entitled to participate in or, at the Indemnifying Party's option, assume at its own expense the defense, appeal or settlement of such Third-Party Claim Notice, solely for claims (a) that solely seek monetary damages and (b) as with respect to which such indemnity has been invoked with counsel of its own choosing (who shall be reasonably satisfactory to the Indemnified Party); provided, however, that if the Indemnifying Party expressly agrees assumes the defense, appeal or settlement of such Third-Party Claim, (i) the Indemnified Party shall be entitled to employ one counsel to represent itself if an actual conflict of interest exists in writing that, as the opinion of counsel to the Indemnified Party between the Indemnifying Party and the Indemnified Party, Party in respect of such Third-Party Claim and in that event and only in that event the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party shall be solely obligated (it being understood that all Indemnified Parties may employ not more than one counsel to satisfy and discharge represent them at the claim in full (expense of the matters described in (aIndemnifying Party) and (b), 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 ii) 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, any Indemnified Party will nevertheless be entitled to participate in, in (but not control, direct) the defense of a Third Party claim for which it has sought indemnification hereunder and to engage thereof with counsel of its own choice for and, subject to clause (i) above, at its own expense. Any Indemnified Party is hereby authorized prior to the date on which it receives written notice from the Indemnifying Party that it intends to assume the defense, appeal or settlement of such purpose; providedThird-Party Claim, howeverto file any motion, answer or other pleading and take such other action which it shall reasonably deem necessary to protect its interest or that such engagement will be at of the Indemnifying Party until the date on which the Indemnified Party receives such notice from the Indemnifying Party’s own expense unless . (ac) No claim or demand may be settled by the engagement thereof has been specifically requested Indemnified Party without the consent of the Indemnifying Party, which consent shall not be unreasonably delayed or withheld. Unless the claim or demand seeks only dollar damages (all of which are to be paid by the Indemnifying Party), no such claim or demand may be settled by the Indemnifying Party in writing, or (b) without the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, which consent shall not to be unreasonably delayed or withheld, conditioned or delayed. 14.3.4. (d) The parties agree to cooperate in defending such Third-Party Claims and the Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party that may reasonably request with respect to any matter for which indemnification is sought hereunder, and the parties hereto agree to cooperate with each other in order to insure the proper and adequate defense thereof. (e) With regard to Third-Party Claims for which indemnification is payable hereunder, indemnification shall be paid by the Indemnifying Party within five (5) business days following the earlier to occur of: (i) entry of a final non-appealable judgment by a court of competent jurisdiction or arbitration panel against an Indemnified Party which has assumed the defense not been stayed pending appeal; or (ii) a settlement of the Third Party claim claim, in accordance with this Section 14.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without the written consent terms of such Indemnifying Partysettlement. The Indemnified Party will not admit With regard to any liability with respect toclaim for Taxes subject to Section 6 hereof, or settleindemnification shall be paid by the SAC Indemnitees within five (5) business days following receipt by SAC of written notice from Veritas stating that any amount subject to indemnification under such Section 6 has been paid by Veritas and the amount thereof and the indemnity payment requested. With regard to any other claim for which indemnification is payable hereunder, compromise or discharge, any Third Party claim without first offering to indemnification shall be paid promptly by the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 14.3. 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 upon demand by the Indemnified Party ofbut in any event within thirty (30) business days following any such demand, records and information provided that are any such demand shall include a reasonably relevant detailed description of the claims giving rise 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. demand. (f) The Indemnifying Party will Parties agree to reimburse the Indemnified Party Parties for all its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations any indemnifiable Losses under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination provisions of this Agreement oras such Losses are incurred, (b) for at least ** after provided, however, that if it is finally determined that any Indemnified Party was not entitled to any amount paid as indemnity with respect to such Losses, such Indemnified Party shall promptly refund all amounts to which such Indemnified Party was not entitled to the termination or expiration of this Agreement if insurance is written on a claims-made basisIndemnifying Parties that paid such amounts.

Indemnification Procedure. 14.3.1. 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 XIV16. 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 XIV16, 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 14.3 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 claims, (ai) that solely seek monetary damages and (bii) 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 (ai) and (bii), 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. 14.3.2. ii) Upon assuming the defense of a Third Party claim in accordance with this Section 14.316.3, 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 14.316.3, 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 14.316.3, 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 14.3 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.316.3, 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, conditioned withheld or delayed. 14.3.4. iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.316.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify 10.3.1 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 XIV. 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 XIVmade solely by Oncothyreon or Array, such respectively. 10.3.2 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. 10.3.3 Subject to the provisions of Sections 10.3.4 and 10.3.5, 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 10.3.4 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 14.3 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 10.3.5 below shall govern. 10.3.4 Upon assumption of the defense of a Claim Notice, solely for claims by the Indemnifying Party: (ai) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3expense. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 10.3.5 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 10.3.3 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 cooperation. 14.3.5Claim and defend or handle such Claim in such manner as it may deem appropriate. Each In such event, the Indemnified Party shall maintainkeep 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 its costthe Indemnified Party’s request but at no expense to the Indemnified Party, a program and shall be entitled to participate in the defense and handling of insurance and/or self insurance against liability and other risks associated such Claim with its activities own counsel and obligations under this Agreement, including at its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1(a) Subject to the provisions of Section 8.3(d), the indemnified party (the "INDEMNIFIED PARTY") shall give the 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). Each Party shall notify the other in 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 XIV. 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 XIVis 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming (b) 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 14.38.3(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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 Company shall be maintained during the Term and each Party shall, from time entitled to time, provide copies of certificates of such insurance indemnification hereunder for any Losses 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on extent it has received a claims-made basis.credit therefor pursuant to Article V.

Indemnification Procedure. 14.3.1. Each If any third party shall notify any party to this Agreement (the "Indemnified Party") 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 XIV. 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 XIV, 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 14.3 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 Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims (a) matter that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon is assuming the defense of a Third Party claim in accordance with this Section 14.3thereof, 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 14.3, (i) 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3not 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 Damages; provided it obtains claimant in the prior matter releases the Indemnified Party for all liability with respect thereto, without the written consent of the Indemnified Party, Party not to be unreasonably withheld, conditioned or delayed. 14.3.4withheld unreasonably. The 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 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIVsuch 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 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. 14.3.3. 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 14.3, 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 withheldconditioned, conditioned withheld or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages effect and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming (b) After receipt by the defense Indemnifying Party of a Claim Notice of a Third Party claim in accordance with this Section 14.3Claim, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, withheld conditioned or delayed. 14.3.4. 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 14.3 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 the opportunity to assume the defense of the Third Party (which consent shall not be unreasonably withheld or delayed). After any such claim in accordance with this Section 14.3. If the Indemnifying Party chooses to defend has been filed or prosecute any Third Party claiminitiated, 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 each party shall make 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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. Furtherparties and their attorneys and accountants all pertinent information under its control relating to 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 Party shall list other such assistance as they may reasonably require of each other in order to facilitate the other Party as an additional insured on all insurance policies. All insurance required by this Section 14.3.5 shall be maintained in (a) at least ** following expiration or termination proper and adequate defense of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisany such claim.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in (a) 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 XIV. 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 XIVSection 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 14.3 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 (a) that solely seek monetary damages the Indemnified Party and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim indemnifiable in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisARTICLE 8.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditionsclause 21.2 hereof. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of a claim for which (a) The party seeking indemnification may be sought pursuant to under this Article XIV. 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 XIV, 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 14.3 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 extensionoption such member of theglobe Indemnified Group shall defend such claim, subject to the following conditions: (i) after the Indemnifying Party’s receipt 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 an Indemnification Claim Noticetheglobe Indemnified Group and such customer or supplier, solely for claims or their respective counsels, with respect to such claim; (aii) that solely seek monetary damages such member of theglobe Indemnified Group shall consult with the Representative before making or communicating to 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 (biii) as to which 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3reimbursement. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each In 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") 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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). 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. (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 XIV16. 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 XIV16, 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 14.3 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 claims, (ai) that solely seek monetary damages and (bii) 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 (ai) and (bii), 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. 14.3.2. (ii) Upon assuming the defense of a Third Party claim in accordance with this Section 14.316.3, 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 14.316.3, 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 14.316.3, 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 14.3 16.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. (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 14.316.3, 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, conditioned delayed or delayedconditioned. 14.3.4. (iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.316.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. 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 XIVmade 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 14.3 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 claims of the Indemnifying Party's election to assume the defense and handling of such Claim [***], Section 17.3(e) shall govern. (ad) that solely seek monetary damages and (b) as to which Upon assumption of the defense of a Claim by the Indemnifying Party expressly agrees [***]: (i) the Indemnifying Party shall have the right to and shall assume sole control and responsibility for defending and handling the Claim; (ii) the Indemnifying Party 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3expense. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each (f) Neither Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, have the commercialization of any Licensed Products and its indemnification obligations hereunder, in such amounts, subject obligation 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 14.3.5 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 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 an additional insured on all insurance policies. All insurance required by this to the application of Section 14.3.5 shall be maintained 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 (a) at least ** following expiration accordance with Section 17.1 or termination Section 17.2 upon resolution of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisunderlying Claim.

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages effect and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3foregoing, 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 14.39.4(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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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) before entering into any settlement of such claim if the settlement does not release the Indemnified Party from all liabilities and obligations with respect to such claim, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense settlement is in excess of the Third Party claim maximum liability set forth in accordance with this Section 14.3 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 14.3. 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 cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 foregoing shall be maintained during the Term and each Party shall, from time to time, provide copies considered part 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisDamages hereunder).

Indemnification Procedure. 14.3.1. 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 XIVAgreement (“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 XIVcase 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (bIndemnifying 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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 Indemnifying Party if the Indemnifying Party refuses to be unreasonably withheld, conditioned or delayed. 14.3.4conduct the Defense of such a Third Party Claim. The Indemnifying Party that has assumed the defense of may only settle the Third Party claim in accordance with this Section 14.3 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 Claims if the Indemnifying Party accepts and undertakes the opportunity to assume the defense conduct of the Defense of such Third Party claim in accordance with this Section 14.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, Claim and (i) the Indemnified Party will cooperate consents in writing to such settlement or (ii) such settlement includes a full release of the defense or prosecution thereof and will furnish such recordsIndemnified 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 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 no admission of wrongdoing by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claimParty, and making employees and agents available on a mutually convenient basis to provide additional information and explanation no restriction or obligation of any material provided hereunder. The Indemnifying Party will reimburse type on the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationParty. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of a claim for which (a) The party seeking indemnification may be sought pursuant to under this Article XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming take over the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned withheld or delayed. 14.3.4. The Indemnifying Party that has assumed (b) Notwithstanding the defense provisions of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each 13.3.1 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 XIV. 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 XIV, 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 14.3 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. 13.3.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b)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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned a settlement of any Claim which could lead to liability or delayed. 14.3.4. 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 14.3 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 14.3. 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 its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense and settlement of a Third Party claim in accordance with this Section 14.3Claim 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 14.3, 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 14.3, 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 14.3 (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. 14.3.3. 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 14.3, 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 withheldobtained, conditioned or delayed. 14.3.4. The Indemnifying 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 14.3 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 14.3. 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 the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 Article XI shall be maintained made by periodic payments of the amount thereof during the Term course of the investigation or defense, as and each Party shallwhen bills are received or loss, from time to timeliability, provide copies of certificates of such insurance to the other party upon request. Furtherclaim, each Party shall list the other Party as an additional insured on all insurance policies. All insurance required by this Section 14.3.5 shall be maintained in (a) at least ** following expiration damage or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance expense is written on a claims-made basisincurred.

Indemnification Procedure. 14.3.1(a) 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 provide the 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. Each At the time the Indemnity Claim is made and thereafter, any Party asserting the Indemnity Claim shall notify provide the other 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 XIVat 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3may 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 withheldcontain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party and (z) does not contain any equitable order, conditioned judgment or delayedterm that in any manner affects, restrains or interferes with the business of the Indemnified Party or any of its Affiliates. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 will not be liable for any settlement or other disposition of any Damages (c) 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIVmade 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 14.3 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: (ai) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees shall have the right to and shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3expense. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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 cooperation. 14.3.5Claim and defend or handle such Claim in such manner as it may deem appropriate. Each In such event, the Indemnified Party shall maintainkeep 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 its costthe Indemnified Party’s request but at no expense to the Indemnified Party, a program and shall be entitled to participate in the defense and handling of insurance and/or self insurance against liability and other risks associated such Claim with its activities own counsel and obligations under this Agreement, including at its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. 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 XIVmade 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 14.3 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 (a) that solely seek monetary damages and (b) as to which by the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Party, : (i) 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 (a) Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and (b), 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. 14.3.2[*]. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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 cooperation. 14.3.5. Each event, the Indemnified Party shall maintain, at its cost, a program keep the Indemnifying Party timely apprised of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trialsthe status of such Claim [*]. If the Indemnified Party defends or handles such Claim, the commercialization of any Licensed Products Indemnifying Party [*], 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 14.3.5 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 14.3.5 shall be maintained in (a) at least [** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis].

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 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. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party withheld unreasonably); provided that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each (a) 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 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. 14.3.3. 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 14.3may 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, Party (which consent shall not to be unreasonably withheld), conditioned settle or delayedcompromise 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. 14.3.4(c) In the event an Indemnified Party claims a right to payment pursuant this Article VII not involving a third party claim, 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 taken 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 Indemnifying Party 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 has assumed do not allow non-residential use of such Assets or Leased Real Property. (iv) 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 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in (a) 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 XIV. 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 XIVAction”), 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned a conflict or delayed. 14.3.4. 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 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. (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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3Agreement. Subject 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b)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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned a settlement of any Claim which could lead to liability or delayed. 14.3.4. 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 14.3 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 14.3. 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 its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b)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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned a settlement of any Claim which could lead to liability or delayed. 14.3.4. 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 14.3 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 14.3. 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 its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1. Each (a) 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 XIV. 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 XIV, 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 14.3 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 ** (will provide the Indemnifying Party the notice of claim, pleadings or until such time provided other information and documents in any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); each case received from such third party in connection with the Indemnified Party being obligated making of such third party claim by such third party. The failure to make all reasonable efforts provide such notice, information and documents will not affect any rights hereunder except to obtain any such extension) after the extent the Indemnifying Party’s receipt Party shall have been prejudiced as a result of an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and such failure. (b) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and 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 (a) and (b)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. 14.3.2’s counsel. Upon assuming the defense of a Third Party claim Notwithstanding anything in accordance with this Section 14.310.3(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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. 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 14.3 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 14.3good 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 possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested contrary contained 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, if Parent provides the commercialization Selling Parties’ Representative with written notice of any Licensed Products and its indemnification obligations hereunder, a claim 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 respect of Section 14.3.5 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 14.3.5 shall be maintained in (a10.2(a)(iv) at least ** following expiration 30 days prior to the date on which the relevant Tax is required to be paid by a Parent Indemnified Party, within that 30-day period the Selling Parties shall discharge their obligation to indemnify Parent Indemnified Party against such Tax by making payments to the relevant Taxing Authority or termination a Parent Indemnified Party, as directed by Parent, in an aggregate amount equal to the amount of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basissuch Tax.

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 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. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. 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 XIVXIII. 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 XIVXIII, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. 13.3.2 Upon assuming the defense of a Third Party claim in accordance with this Section 14.313.3, 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 14.313.3, 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 14.313.3, 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 14.3 13.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.313.3, 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, conditioned or delayed. 14.3.4. 13.3.4 The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.313.3. 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. 14.3.5. 13.3.5 Each Party shall maintain, at its cost, a program of insurance and/or self or self-insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trialsClinical Trials, the commercialization 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 14.3.5 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 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 14.3.5 13.3.5 shall be maintained in (a) for at least [** **] following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisAgreement.

Indemnification Procedure. 14.3.1. (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 XIV18. 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 XIV18, 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 14.3 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 claims, (ai) that solely seek monetary damages [***] and (bii) 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 (aii) and (b), 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. 14.3.2. (ii) Upon assuming the defense of a Third Party claim in accordance with this Section 14.318.3, 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 14.318.3, 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 14.318.3, 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 14.3 18.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. (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 14.318.3, 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, conditioned delayed or delayedconditioned. 14.3.4. (iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.318.3. 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. 14.3.5. Each Party (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 maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any Licensed Products and its indemnification obligations hereunder, in such amounts, subject to such deductibles and on such terms include Apollomics as are customary for the activities to be conducted by it under this Agreement. All insurance required by this Section 14.3.5 shall be maintained during the Term and each Party shall, from time to time, provide copies of certificates of such insurance an indemnitee to the other party upon request. Further, each Party shall list extent Apollomics has suffered damages by relevant claim under the other Party as an additional insured on all insurance policies. All insurance required by this Section 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisUpstream Agreement.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) extent that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2, and shall keep the Indemnified Party timely apprised of the status of such Claim. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, the 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned a settlement of any Claim which could lead to liability or delayed. 14.3.4. 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 14.3 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 14.3status 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 its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1. Each (a) 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 XIV. 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 XIV, 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 14.3 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. (ac) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3not, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned a settlement of such Claim which could lead to liability or delayed. 14.3.4. 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 14.3 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 14.3shall 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 Party claim. Such cooperation will include access during normal business hours afforded Claim shall be apportioned between the Parties in accordance with the degree of cause attributable 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 cooperationeach Party. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any Licensed Products and its indemnification obligations hereunder, (g) Nothing 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 14.3.5 shall be maintained during the Term and each 17 will act to negate any obligation under common law of either Party shall, to mitigate damages with respect to any Claim for which such Party is seeking indemnification 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basishereunder.

Indemnification Procedure. 14.3.1. (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 XIV12, 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 XIV12, 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 14.3 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 (amonetary consideration) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. (b) Upon assuming the defense of a Third Party claim in accordance with this Section 14.312.3, 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 14.312.3, 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 14.312.3, 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 14.3 12.3 (in which case the Indemnified Party will control the defense), or . (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.312.3, 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, conditioned withheld or delayed. 14.3.4. (d) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.312.3. 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. 14.3.5. Each (e) The Indemnified Party shall maintaintake and shall procure that its Affiliates, at its costSublicensees, a program of insurance and/or self insurance against liability agents, directors, offices and other risks associated 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 its activities and obligations under this Agreement, including its clinical trials, Section 12.3. Nothing in this Agreement shall or shall be deemed to relieve the commercialization Indemnified Party of any Licensed Products and its indemnification obligations hereunder, in such amounts, subject common law or other duty to such deductibles and on such terms as are customary for the activities to be conducted mitigate any losses incurred by it under this Agreement. All insurance required by this Section 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisit.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of (a) If a claim for which indemnification may be sought pursuant to this Article XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The such Indemnified Party may assume responsibility in each jurisdiction for such defense if the Litigation Conditions are not satisfied, by written notice to the Indemnifying Party within the Election Time Period. If which the Indemnified Party fails to promptly provide an Indemnification Claim Noticedetermines counsel is required (and the costs thereof, and such failure materially prejudices for the defense avoidance of such claimdoubt, then the Indemnifying Party shall constitute Damages for which indemnification may be relieved of its responsibility to indemnify the Indemnified Party. 14.3.2sought under Section 5.01 or Section 5.02). Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 Except with the analysis, defense, countersuit or settlement of the Third Party claim. Without limiting this Section 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, other Party (not to be unreasonably withheld, conditioned or delayed. 14.3.4. The ), neither the Indemnifying Party that has assumed nor the Indemnified Party shall, in the defense of a Third Party Claim, consent to the entry of any judgment or enter into any compromise or settlement (A) which does not include as an unconditional term thereof the giving to the other Party and its Affiliates by the Third Party claim of a release from all liability with respect to such suit, 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 (or any Affiliate thereof) not indemnified hereunder, or (C) which involves injunctive, equitable or other relief or remedies that are not money damages against the other Party. With respect to Claims other than Third Party Claims, 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 this Section 14.3 will not be liable for 8.05 or (3) by any settlement or other disposition of any Damages by an means to which 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 the opportunity to assume the defense of the Third Party claim in accordance with this Section 14.3. 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 cooperationshall agree. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of (a) Whenever any Loss is asserted against or incurred by a claim for which indemnification may be sought pursuant to this Article XIV. 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 XIV, 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 14.3 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 claims (a) based on advice from counsel, that solely seek monetary damages and (b) 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 (a) and (b)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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case event the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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; 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. Subject to Section 10.5, in the Litigation Conditions being satisfiedevent Indemnifying Party takes up such defense, 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 14.3such 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 this Section 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations is responsible under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisARTICLE 10.

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of (b) 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 14.3, 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 14.3, 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 14.3, 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 14.3 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. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 this Section 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 third party Claim covered by this Section 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.Article X.

Indemnification Procedure. 14.3.1. Each 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 notify the other in be asserted and resolved as follows: (a) In the event that (i) 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 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 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming (b) In the defense event of a Third Party claim in accordance with this Section 14.3Claim, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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 Damages; provided it obtains delayed), or (B) by the Indemnifying Party without the prior written consent of the Indemnified Party, Party (which consent shall not to be unreasonably withheld, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed ); provided that, in the defense 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 Third Party claim in accordance with this Section 14.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party and (2) involves only monetary damages that is reached without will be paid in full by the written consent of such Indemnifying Party. The 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 will not admit or any liability of its Affiliates, then the Indemnified Party alone shall be entitled to contest, defend and resolve (subject, with respect toto any Settlement, to obtaining the consent of the Indemnifying Party, such consent not to be unreasonably withheld or settledelayed) such Third Party Claim in the first instance and, compromise or dischargeif the Indemnified Party does not contest, defend and resolve such Third Party Claim, the Indemnifying Party shall then have the 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 the event any Indemnified Party enters into a Settlement with respect 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 14.3. 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 to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation is contained in the personnel records 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 or its Affiliates and the disclosure of which would subject that Party or such Affiliate to risk of liability, (ii) any information which is subject of any attorney-client or other privilege or immunity from disclosure in favor of the other Party or its Affiliates or (iii) any information the disclosure of which would cause the other Party or any of its Affiliates 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis10.3.

Indemnification Procedure. 14.3.1. Each (a) 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 XIV. 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 XIV, 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 14.3 by giving written notice to the Indemnified Party within ** if such compromise or settlement would (i) impose an injunction or until such time provided in other similar restriction of the Indemnified Party, (ii) impose any applicable extension to appropriately answer any complaintfinancial obligations on the Indemnified Party, if anyand/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 no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated to make all reasonable efforts to obtain not control, any such extension) after the Indemnifying Party’s receipt defense or settlement of an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and (b) as to which 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned or delayedequity. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each (a) 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 XIV. 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 XIV, 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 14.3 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. (ac) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3not, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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, conditioned a settlement of such Claim which could lead to liability or delayed. 14.3.4. 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 14.3 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 14.3shall 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 Party claim. Such cooperation will include access during normal business hours afforded Claim shall be apportioned between the Parties in accordance with the degree of cause attributable 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 cooperationeach Party. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any Licensed Products and its indemnification obligations hereunder, (g) Nothing 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 14.3.5 shall be maintained during the Term and each 17 will act to negate any obligation under common law of either Party shall, to mitigate damages with respect to any Claim for which such Party is seeking indemnification 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basishereunder.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in (a) In the event it becomes aware of a claim for which that any Person entitled to indemnification may be sought pursuant to under this Article XIV. 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 XIV, such Party (the an “Indemnified Party”) shall promptly notify receives notice of the other assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (the a “Third Party Claim”) against such Indemnified Party, with respect to which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party will give written notice regarding such Third Party Claim to the Indemnifying Party within 30 days after learning of such Third Party Claim, provided that the failure to so notify an Indemnifying Party will not relieve the Indemnifying Party of its obligations under this ARTICLE 10. except the extent (and only to the extent) that the Indemnifying is materially prejudiced by reason of such failure, and will not relieve such Indemnifying Party from any other obligation that it may have to an Indemnified Party other than under this ARTICLE 10. (b) The Indemnifying Party will be entitled to participate in writing the defense of such Third Party Claim at such Indemnifying Party’s expense (an “Indemnification Claim Notice”which expenses will not be applied against any indemnity limitation herein). The Indemnifying Party and Indemnified Party shall promptly meet at its option will be entitled 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 thereof (subject to indemnification as provided for in this Section 14.3 the limitations set forth below) by giving (i) delivering written notice to the Indemnified Party of its election to assume the defense of such Third Party Claim within ** 15 days of receipt of notice from the Indemnified Party, (or until ii) appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** defense and (the “Election Time Period”); iii) entering into a written agreement 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 (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees is unconditionally obligated to pay and satisfy any Losses which may arise with respect to such Third Party Claim and provides evidence of its ability to satisfy such obligation, in writing that, as between each case. in form and substance reasonably satisfactory to the Indemnified Party. If the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated does not expressly elect to satisfy and discharge the claim in full (the matters described in (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim Claim within the time period and otherwise in accordance with this Section 14.3the preceding sentence, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent assume the defense of and to the entry of any judgment, enter into any settlement or otherwise dispose of settle 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 Claim. (c) If the Indemnifying Party has assumed the defense of the a Third Party claim Claim in accordance with this Section 14.3the terms hereof, the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, and the fees and expenses of such separate counsel will be home by the Indemnified Party other than any fees and expenses of such separate counsel (i) that are incurred prior to the date the Indemnifying Party assumes control of such defense, (ii) if the Indemnified Party reasonably will have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party, or (iii) if the Indemnifying Party may have different, conflicting, or adverse legal positions or interests from the Indemnified Party with respect to such Third Party Claim. (d) Notwithstanding anything to the contrary contained herein, the Indemnifying Party will have authority not be entitled to consent assume the defense of a Third Party Claim (and the Indemnified Party will be entitled to maintain or assume control of the defense of such Third Party Claim) if (i) the Third Party Claim relates to or involves any criminal or quasi criminal Proceeding, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the entry Third Party Claim would be detrimental to or injure the Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party, (iv) the Indemnified Party reasonably believes that the Losses relating to the claim could exceed the maximum amount that such Indemnified Party would then be entitled to recover under this ARTICLE 10, (v) the Third Party Claim invokes Taxes, (vi) there exists or would, or could reasonably be expected to, exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (vii) the Indemnified Party elects to pursue one or more defenses or counterclaims available to it that are inconsistent with one or more of those that are being pursued by the Indemnifying Party in respect of such Third-Party Claim or any litigation relating thereto, (viii) the Third Party Claim involves a material customer or material supplier of the Indemnified Party, or (ix) the Indemnifying Party fails to vigorously defend the Third Party Claim. (e) If the Indemnifying Party will assume the defense of any judgmentThird Party Claim, enter into any settlement or otherwise dispose of such Damages; provided it obtains the Indemnifying Party will obtain the prior written consent of the Indemnified PartyParty before entering into any settlement of, not consenting to be unreasonably withheld, conditioned the entry of any judgment with respect to or delayedceasing to defend such Third Party Claim. 14.3.4. (f) The indemnification required hereunder in respect of a Third Party Claim will be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or within 10 days following the Indemnifying Party’s receipt of notice that Losses have been incurred. (g) Notwithstanding the provisions of Section 11.13, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (h) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 will not be liable for entitled to require that any settlement Proceeding be made or brought against any other disposition of Person before a Proceeding is brought or claim is made against it hereunder by the Indemnified Party. (i) In the event any Damages by an Indemnified Party has a claim against any Indemnifying Party hereunder that is reached without the written consent of such Indemnifying Party. The Indemnified Party will does not admit any liability with respect to, or settle, compromise or discharge, any involve a Third Party claim without first offering Claim being asserted against or sought to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 14.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimbe collected from such Indemnified Party, the Indemnified Party will cooperate in deliver notice of such claim with reasonable promptness to the defense or prosecution thereof and Indemnifying Party, provided that the failure to so notify an Indemnifying Party will furnish such records, information and testimony, provide such witnesses including not relieve the Indemnifying Party of its obligations under this ARTICLE 10 except 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 only to the extent) that the Indemnifying Party tois materially prejudiced by reason of such failure, and reasonable retention will not relieve such Indemnifying Party from any other obligation that it may have to an Indemnified Party other than under this ARTICLE 10. If the indemnifying Party does not notify the Indemnified Party within 10 days following its receipt of such notice that the Indemnifying Party disputes its Liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party of, records in such notice will be conclusively deemed a Liability of the Indemnifying Party hereunder 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 pay the amount of such Liability to the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperationon demand. 14.3.5. Each (j) If the Indemnifying Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations agrees that it has an indemnification obligation under this Agreement, including its clinical trialsARTICLE 10 but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the commercialization Indemnifying Party will pay such lesser amount promptly to the Indemnified Party, without prejudice to or waiver of any Licensed Products and its indemnification obligations hereunder, in such amounts, subject to such deductibles and on such terms as are customary the Indemnified Party’s claim for the activities to be conducted by it under this Agreement. All insurance required by this Section 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisdifference.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought pursuant When required to this Article XIV. 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 XIV, such indemnify an indemnified Party (the “Indemnified Party”) shall promptly notify in accordance with Section 9.2 or this Section 10, the other Party Operator or the Owner, as applicable (in such capacity, 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 Indemnified Party shall promptly meet to discuss how to respond to any claims that are direction of the subject matter defense and settlement of such proceeding. At its optionClaim, provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party may assume elect to participate through separate counsel in the defense of any Third such Claim, but the fees and expenses of such counsel by such Indemnified Party claim subject to indemnification as provided for shall be at the expense of such Indemnified Party unless (a) the employment of counsel by such Indemnified Party has been authorized in this Section 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 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. 14.3.3. 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 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 such Claim within a reasonable time after notice of the Third Party claim commencement thereof. In each of such cases set forth in accordance with the second sentence of this Section 14.3. If paragraph, the reasonable fees and expenses of counsel shall be at the expense of 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 except where the Indemnifying Party to, and reasonable retention is ultimately deemed not to have been required to provide the indemnity sought 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify (a) 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 XIV. In case any proceeding (including any governmental investigation) shall be instituted involving any Party claims in respect of which indemnity may a Ideaya Indemnitee or Novartis Indemnitee will be sought pursuant to this Article XIVmade solely by Ideaya or Novartis, such respectively. (b) A Party seeking indemnification hereunder (the “Indemnified Party”) shall promptly will 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 will 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 will 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, the Indemnified Party will furnish promptly to the Indemnifying Party copies of all correspondence, communications and Indemnified Party shall promptly meet to discuss how to respond to any claims that are the subject matter official documents (including court documents) received or sent in respect of such proceeding. At its optionClaim. (c) Subject to the provisions of Sections (d) and (e) below, the Indemnifying Party may assume will have the defense of any Third Party claim subject to indemnification as provided for in this Section 14.3 by giving right, upon written notice given to the Indemnified Party within [** (or until **] days after receipt of the Indemnification Claim Notice to assume the defense and handling of such time provided in any applicable extension to appropriately answer any complaintClaim, 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 at the Indemnifying Party’s receipt sole expense, in which case the provisions of an Indemnification Claim Notice, solely for claims (aSection 14.3(d) that solely seek monetary damages and (b) 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 (a) and (b), the “Litigation Conditions”)below will govern. 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 assumption of such claim, then the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, Claim by the Indemnifying Party will not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any indemnitee in respect of the Claim, nor will it constitute a waiver by the Indemnifying Party of any defenses 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 Claim, the Indemnified Party will 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 14.3(e) below will govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own cost, appoint as counsel in connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party will have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it will 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 any legal expenses subsequently incurred by such which the Indemnified Party after is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the date claim on behalf of assumption of defense in connection the Indemnified Party. The Indemnified Party will cooperate with the analysis, defense, countersuit or settlement of the Third Indemnifying Party claim. Without limiting this Section 14.3, any Indemnified Party and 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3expense. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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 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 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. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 14.3(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 Claim and defend or handle such Claim in such manner as it may deem appropriate. The In such event, the Indemnified Party will keep the Indemnifying Party timely apprised of the status of such Claim and will not settle such Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, the Indemnifying Party will reimburse cooperate with the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintainParty, at its costthe Indemnified Party’s request but at no expense to the Indemnified Party, a program and will be entitled to participate in the defense and handling of insurance and/or self insurance against liability and other risks associated such Claim with its activities own counsel and obligations under this Agreement, including at its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisown expense.

Indemnification Procedure. 14.3.1. Each All claims for indemnification under Sections 7.1 or 7.2 shall be asserted and resolved as follows: (a) If any Claim for which Advance pursuant to Section 7.1 or IMARK pursuant to Section 7.2 (the "Indemnifying Party") would be liable to any IMARK Indemnified Party or Stockholder Indemnified Party (collectively or individually an "Indemnified Party" and the "Indemnified Parties") is asserted against an Indemnified Party by a third party, the Indemnified Party shall with reasonable promptness notify the other in the event it becomes aware Indemnifying Party of a claim for which indemnification may be sought pursuant to this Article XIV. 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 XIV, such Party Claim (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification "Claim Notice”"), specifying the nature of such Claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such Claim). The Indemnifying Party shall have thirty (30) days from the receipt of the Claim Notice (the "Notice Period") to notify the Indemnified Party (i) whether or not the Indemnifying Party disputes the Indemnifying Party's liability to the Indemnified Party with respect to such Claim and (ii) if the Indemnifying Party does not dispute such liability, 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) before and during the Notice Period to file any motion, answer or other pleading and to take any other action that the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party's interests. If 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 intends to defend the Indemnified Party against such Claim, and, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly meet settled or prosecuted by the Indemnifying Party to discuss how to respond to any claims that are a final conclusion; provided that, unless the subject matter of such proceeding. At its optionIndemnified Party otherwise agrees in writing, the Indemnifying Party may assume the defense not settle any matter (in whole or in part) unless such settlement includes a complete and unconditional release of any Third Party claim subject to indemnification as provided for in this Section 14.3 by giving written notice to the Indemnified Party within ** (or until such time provided in and/or a dismissal with prejudice from any applicable extension to appropriately answer any complaint, if any, but no longer than ** (the “Election Time Period”); with related suit. If the Indemnified Party being obligated desires to make all reasonable efforts to obtain participate in, but not control, any such extensiondefense or settlement the Indemnified Party may do so at its sole cost and expense. If the Indemnifying Party elects not to defend the Indemnified Party against such claim or demand, whether by not giving the Indemnified Party timely notice as provided above or (b) after If at any time, in the reasonable opinion of the Indemnified Party, notice of which shall be given in writing to the Indemnifying Party’s receipt , any such Claim seeks material prospective relief which could have a materially adverse effect on the business, operations, prospects, assets, liabilities or condition (financial or otherwise) of an Indemnification Claim Noticeany Indemnified Party, solely for claims the Indemnified Party shall have the right to control or assume (aas the case may be) that solely seek monetary damages the defense (at the Indemnified Party's cost with respect to legal fees and (bother expenses) as to which of any such claim or demand and the amount of any judgment or settlement shall be part of the indemnification obligations of the Indemnifying Party expressly agrees in writing thathereunder provided, as between however that the Indemnifying Party and must approve the amount of any settlement, such approval not to be unreasonably withheld. If the Indemnified PartyParty should elect to exercise such right, the Indemnifying Party shall be solely obligated to satisfy and discharge have the claim in full (the matters described in (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, any Indemnified Party will be entitled right to participate in, but not control, the defense of a Third Party such 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 or demand at the Indemnified Party’s own sole cost and expense unless (a) the engagement thereof has been specifically requested by of the Indemnifying Party in writing, or Party. (bc) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 14.3 (in which case If the Indemnified Party will control the defense), or (c) the has a Claim against an Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. Subject that is not a Claim being asserted or sought to the Litigation Conditions being satisfiedbe collected by a third party, the Indemnifying Indemnified Party will have the sole right shall send a Claim Notice with respect to consent such Claim 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each (a) Except as set forth in Article VI, promptly after the incurrence of any Losses by any Person entitled to indemnification pursuant to Sections 9.1 or 9.2 (an "Indemnified Party"), including any claim by a third party described in Section 9.4, which could reasonably be expected to give rise to indemnification hereunder, the Indemnified Party shall notify deliver to the other in Party from which indemnification is sought (the event "Indemnifying Party") a certificate (the "Certificate"), which Certificate shall: (i) state that the Indemnified Party has incurred or anticipates it becomes aware of a claim will incur Losses for which such Indemnified Party is entitled to indemnification may be sought pursuant to this Article XIV. In case Agreement; and (ii) specify in reasonable detail the basis for any proceeding (including any governmental investigationanticipated liability and the nature of the misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and a good faith estimate of the amount to which such Indemnified Party claims to be entitled hereunder; provided that the failure to provide a Certificate in accordance with this Section 9.3(a) shall be instituted involving any not affect the obligations of an Indemnifying Party unless it is actually materially prejudiced thereby, subject, however, to the time limits specified in Section 9.5. (b) In the event that the Indemnifying Party shall object to the indemnification request of an Indemnified Party in respect of which indemnity may be sought pursuant to this Article XIV, 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 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 14.3 by giving written notice such Certificate, deliver to the Indemnified Party within ** (or until a notice of objection to such time provided effect, specifying in any applicable extension to appropriately answer any complaintreasonable detail the basis for such objection, 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 (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyParty shall, within the sixty (60) day period beginning on the date of receipt by the Indemnified Party of such objection, attempt to agree upon a resolution 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 a resolution of any of such claims, the Indemnified Party and the Indemnifying Party shall promptly prepare and sign a settlement agreement setting forth such resolution. Should the Indemnified Party and the Indemnifying Party be unable to agree as to any particular claim or claims or amount or amounts within such time period, then the Indemnified Party and the Indemnifying Party shall submit such dispute to a court of competent jurisdiction as set forth in Section 11.10. (c) Claims for Losses specified in any Certificate to which an Indemnifying Party shall not object in writing within forty-five (45) days of receipt of such Certificate, claims for Losses covered by a settlement agreement of the nature described in Section 9.3(b), and claims for Losses the validity and amount of which have been the subject of judicial determination as described in Section 9.3(b), or shall have been settled with the consent of the Indemnifying Party as described in Section 9.4, are hereinafter referred to, collectively, as "Agreed Claims." Within ten (10) Business Days of the determination of the amount of any Agreed Claim, the Indemnifying Party shall be solely obligated pay to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if an amount equal to the Litigation Conditions are not satisfied, Agreed Claim by written wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 less than two (a2) 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 Business Days prior 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 14.3, 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, conditioned or delayedpayment. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each (a) If a Buyer Indemnified Party shall notify the other in the event it becomes aware of or a claim for which Seller Indemnified Party seeks indemnification may be sought pursuant to under this Article XIV. 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 XIV5, such Party party (the “Indemnified Party”) shall promptly notify give written notice to the other Party party (the “Indemnifying Party”) in writing of the facts and circumstances giving rise to the claim. In that regard, if any Proceeding, liability or obligation shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 5 (an a “Indemnification Claim NoticeThird-Party Claim”). The Indemnifying Party and , 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 of such Third-Party Claim in writing, specifying the basis of such claim and the facts pertaining thereto, and the Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of any Third Party claim subject to indemnification as provided for in this Section 14.3 by giving written notice counsel reasonably satisfactory to the Indemnified Party within ** (or until such time provided in any applicable extension and the payment of all necessary expenses. If the Indemnifying Party elects to appropriately answer any complaintassume control of the defense of a Third-Party Claim, if any, but no longer than ** (the “Election Time Period”); with the Indemnified Party being obligated shall have the right to make all reasonable efforts to obtain employ counsel separate from counsel employed by the Indemnifying Party in any such extensionaction 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 (x) after the Indemnifying Party has been advised by the Indemnifying Party’s receipt counsel that a reasonable likelihood exists of an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees in writing that, as a conflict of 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 (by) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 14.3 (employ counsel; in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party. All claims other than Third-Party Claims (a “Direct Claim”) may be asserted by the Indemnified Party will control giving notice to the defense)Indemnifying Party. Absent an emergency or other extenuating circumstance, or (c) the Indemnified Party shall give written notice to the Indemnifying Party no longer satisfies the Litigation Conditionsof such Direct Claim prior to taking any material actions to remedy such Direct Claim. 14.3.3. Subject to (b) In no event shall the Litigation Conditions being satisfied, the Indemnifying Indemnified Party will have the sole right to consent to the entry of any judgment, pay or enter into any settlement of any 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 consent to any judgment with respect thereto), and will transfer to the Indemnified any Third-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 14.3, 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 Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement or judgment would require the Indemnifying Party to pay any amount. The Indemnifying Party may enter into a settlement or consent to any judgment without the consent of the Indemnified PartyParty so long as (i) such settlement or judgment involves monetary damages only and (ii) a term of the settlement or judgment is that the Person or Persons asserting such Third-Party Claim unconditionally release all Indemnified Parties from all liability with respect to such claim; otherwise the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any Third-Party Claim, which consent shall not to be unreasonably withheld, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each (a) 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 XIV. In case any proceeding IX (including any governmental investigationthe “Indemnified Party”) shall be instituted involving give prompt notice to the Party against whom indemnity is sought (the “Indemnifying Party”) of its claim (a “Claim Notice”) for indemnity, including the commencement of any Party Action by any third party in respect of which indemnity may be sought pursuant described in Section 9.4. The Claim Notice shall set out in reasonable detail the item of Loss to this Article XIVwhich such Indemnified Party claims indemnification hereunder. The failure by an Indemnified Party to give such notice shall not release, such Party (waive or otherwise affect the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The ’s obligations hereunder, except to the extent the Indemnifying Party and can demonstrate actual prejudice as a result of such failure. (b) In the event that 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 Notice (other than any Third-Party Claim described in Section 9.4), the Indemnifying Party may assume shall, within thirty (30) days after receipt by the defense Indemnifying Party of any Third Party claim subject to indemnification as provided for in this Section 14.3 by giving written notice such Claim Notice, deliver to the Indemnified Party within ** (or until a notice to such time provided effect, specifying in any applicable extension to appropriately answer any complaintreasonable detail the basis for such objection, 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 (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified PartyParty shall, within the forty-five (45) day period beginning on the date of receipt by the Indemnified Party of such 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 Indemnified Party and the Indemnifying Party assume and continue be unable to agree as to any particular item or items or amount or amounts within such time period, then the defense of a Third Indemnified Party claim, except shall be permitted to submit such dispute in accordance with the provisions as otherwise set forth in this Section 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions10.14. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party (a) If any third party shall notify any Party (the other in the event it becomes aware of "INDEMNIFIED PARTY") with respect to any matter (a "THIRD-PARTY CLAIM") that may give rise to a claim for which indemnification may be sought pursuant to this Article XIV. In case against any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article XIV, such other Party (the “"INDEMNIFYING PARTY") under this Agreement, then the Indemnified Party”) 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 thereof in this Section 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 purposewriting; 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 the Indemnifying Party in writing, or shall relieve the Indemnifying Party from any obligation hereunder unless (band then solely to the extent) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditionsthereby is prejudiced. 14.3.3. Subject to the Litigation Conditions being satisfied, the (b) The Indemnifying Party will have the sole right to defend the Indemnified Party against the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 25 days after the Indemnified Party has given notice of the Third-Party Claim that the Indemnifying Party elects to assume the defense of such Third Party Claim and does not dispute its obligation to hereunder indemnify the Indemnified Party from and against the entirety of any Losses the Indemnified Party may suffer as a result of such Third-Party Claim, (ii) settlement of, or an adverse judgment with respect to, the Third-Party Claim is not in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (iii) the Indemnifying Party conducts the defense of the Third-Party Claim actively and diligently. (c) So long as the Indemnifying Party is conducting the defense of the Third-Party Claim in accordance with Section 9.08(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose with respect to the Third-Party Claim without the prior written consent of such Damages, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate Party (provided, however that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect theretonot to be withheld unreasonably), 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 14.3, (iii) the Indemnifying Party will have authority to not consent to the entry of any judgmentjudgment or the issuance of an injunction, enter into the granting of equitable relief or any settlement or otherwise dispose of such Damages; provided it obtains with respect to the Third-Party Claim without the prior written consent of the Indemnified Party, Party (not to be unreasonably withheld, conditioned or delayedwithheld unreasonably). 14.3.4. The Indemnifying Party that has assumed (d) In the defense event any of the Third conditions in Section 9.08(b) is or becomes unsatisfied, however, (i) the Indemnified Party claim in accordance with this Section 14.3 will not be liable for may defend against, and consent to the entry of any judgment 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, the Third-Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or settleobtain any consent from, 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 14.3. 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 therewith), (ii) 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 promptly and periodically (at least quarterly) for all its the costs of defending against the Third-Party Claim (including reasonable outattorneys' fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third-of-pocket expenses incurred Party Claim to the fullest extent provided in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. (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 XIV18. 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 XIV18, 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 14.3 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 claims, (ai) that solely seek monetary damages [ ] and (bii) 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 (ai) and (bii), 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. 14.3.2. (ii) Upon assuming the defense of a Third Party claim in accordance with this Section 14.318.3, 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 14.318.3, 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 14.318.3, 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 14.3 18.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. (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 14.318.3, 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, conditioned delayed or delayedconditioned. 14.3.4. (iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.318.3. 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. 14.3.5. Each Party (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, Edison shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any Licensed Products and its indemnification obligations hereunder, in such amounts, subject to such deductibles and on such terms include Apollomics as are customary for the activities to be conducted by it under this Agreement. All insurance required by this Section 14.3.5 shall be maintained during the Term and each Party shall, from time to time, provide copies of certificates of such insurance an indemnitee to the other party upon request. Further, each Party shall list extent Apollomics has suffered damages by relevant claim under the other Party as an additional insured on all insurance policies. All insurance required by this Section 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisUpstream Agreement.

Indemnification Procedure. 14.3.1. Each (a) Promptly after the receipt by any Indemnified Party shall notify of notice of the other in the event it becomes aware commencement of any Legal Proceeding against such Indemnified Party by a third party (such action, a “Third Party Claim”), such Indemnified Party shall, if a claim for which with respect thereto is to be made against any Party obligated to provide indemnification may be sought pursuant to this Article XIV. 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 XIV, such Party (the “Indemnified Party”) shall promptly notify the other Party ARTICLE XI (the “Indemnifying Party”) ), give such Indemnifying Party written notice of such Third Party Claim in writing (an “Indemnification Claim Notice”)reasonable detail in light of the circumstances then known to such Indemnified Party. In the event of a claim by a Purchaser Indemnified Party such notice shall be provided to the Member Representative. The failure to give such notice shall not relieve any Indemnifying Party from any obligation hereunder except to the extent that such failure materially prejudices such Indemnifying Party. Such Indemnifying Party shall have the right to defend and resolve such Third Party Claim, at such Indemnifying Party’s expense and with counsel of its choice reasonably satisfactory to the Indemnified Party, by giving the Indemnified Party written notice of the assumption of the defense within twenty (20) days after the Indemnified Party gives notice of the Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall promptly meet to discuss how to respond to any claims that are reasonably cooperate in such defense at the subject matter expense of such proceedingthe Indemnifying Party. At its optionNotwithstanding the foregoing, the Indemnifying Party may not assume the defense of any a Third Party claim subject Claim (i) which includes criminal charges, (ii) that does not solely seek and continue to indemnification as provided for in this Section 14.3 by giving written notice to solely seek monetary damages, (iii) that involves a customer, supplier or employee of the Indemnified Party, (iv) if the Indemnified Party within ** is a Purchaser Indemnified Party and the Purchaser reasonably believes potential Purchaser Losses related thereto could likely exceed the portion of the Indemnity Escrow Amount remaining in the Indemnity Escrow, (or until such time provided in any applicable extension to appropriately answer any complaint, v) 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 has been advised by counsel that an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees in writing that, as actual conflict exists between the Indemnifying Party and the Indemnified PartyParty in connection with the defense of such Third Party Claim, or (vi) if the Indemnifying defense of such Third Party shall be solely obligated to satisfy and discharge Claim has been assumed by the claim insurance carrier in full accordance with the Purchaser R&W Insurance Policy (the matters described conditions set forth in clauses (ai) and through (b)vi) are, collectively, 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 a Third Party claim Claim as provided in accordance with this Section 14.311.3(a), the Indemnified Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such Third Party Claim (though not as counsel of record, and subject to all privileges); provided, however, that if (A) any of the Litigation Conditions come into existence or (B) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will have authority be liable for all reasonable costs or expenses paid or incurred in connection with such defense. In the event the Indemnifying Party does not assume the defense of such Third Party Claim, the Indemnified Party may defend against such Third Party Claim (provided that the Indemnifying Party may retain separate co-counsel at its sole cost and expense and may participate in the defense of such Third Party Claim, though not as counsel of record, and subject to all privileges). The Indemnifying Party may not consent to the entry of any judgment, judgment or enter into any settlement or otherwise dispose of with respect to any such Damages; provided it obtains Third Party Claim without the prior written consent of the Indemnified Party, which consent will not to be unreasonably withheld, conditioned or delayed. 14.3.4, unless such settlement involves solely the payment of money (and not any admission of guilt or liability) and includes a full release of the Indemnified Party in respect of a Third Party Claim for which the Indemnifying Party has assumed the defense. The Indemnified Party may not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed, unless the Indemnifying Party fails to assume, or is not permitted to assume, and maintain the defense of such Third Party Claim, or such settlement includes an unconditional release of the Indemnifying Party and its officers, directors, managers, employees and Affiliates from all liability arising out of such claim. The Indemnifying Party that has assumed or the Indemnified Party, as the case may be, shall at all times use commercially 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 Third defense of any such matter; provided, however, that no Party claim in accordance with this Section 14.3 will not be liable for required to provide cooperation or furnish any settlement records or other disposition information that would (1) jeopardize the attorney client, work product or similar privilege of the Person in possession or control of such records or other information or (2) contravene any Damages by confidentiality agreement, nondisclosure agreement or similar obligation of the Person in possession or control of such records or other information. (b) In the event an Indemnified Party that is reached without the claims a right to payment pursuant hereto other than in respect of a Third Party Claim, such Indemnified Party shall send written consent notice of such claim to the appropriate 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 Member Representative if the Indemnifying Party the opportunity to assume the defense is any of the Third Members). Such notice shall specify the basis for such claim. The failure by any Indemnified Party claim in accordance with this Section 14.3. If so to notify the Indemnifying Party chooses shall not relieve the Indemnifying Party from any liability that it may have to defend or prosecute such Indemnified Party with respect to any Third claim made pursuant to this Section 11.3(b). In the event the Indemnifying Party claim, does not notify the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish within thirty (30) days following its receipt 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 be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to notice that the Indemnifying Party todisputes its liability to the Indemnified Party under this ARTICLE XI or the amount thereof, and reasonable retention the claim specified by the Indemnified Party of, records and information that are reasonably relevant to in such Third notice shall be conclusively deemed a liability of the Indemnifying Party claimunder this ARTICLE XI, 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 shall pay, or arrange to have paid, pursuant to Section 11.5(b), the amount of such liability to the Indemnified Party for all on demand or, in the case of any notice in which the amount of the claim (or any portion of the claim) is estimated, on such later date when the amount of such claim (or such portion of such claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its reasonable out-of-pocket expenses incurred in connection liability with respect to such cooperation. 14.3.5. Each claim as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall maintainestablish the merits and amount of such claim (by mutual agreement, at its costlitigation, a program arbitration or otherwise) and, within five (5) Business Days following the final determination of insurance and/or self insurance against liability the merits and other risks associated with its activities and obligations under this Agreement, including its clinical trialsamount of such claim, the commercialization of any Licensed Products and its indemnification obligations hereunderIndemnifying Party shall pay, or arrange to have paid, to the Indemnified Party in such amounts, subject immediately available funds pursuant to Section 11.5(b) an amount equal to such deductibles and on such terms claim as are customary for the activities to be conducted by it under this Agreement. All insurance required by this Section 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisdetermined hereunder.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in (a) In the event it becomes aware of a claim for which that any Person entitled to indemnification may be sought pursuant to under this Article XIV. 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 XIV, such Party (the an “Indemnified Party”) shall promptly notify receives notice of the other assertion of any claim or of the commencement of any Proceeding by any Person who is not a Party or an Affiliate of a Party (the a “Third Party Claim”) against such Indemnified Party, with respect to which a Party is or may be required to provide indemnification under this Agreement (an “Indemnifying Party”), the Indemnified Party will give written notice regarding such Third Party Claim to the Indemnifying Party within 30 days after learning of such Third Party Claim, provided that the failure to so notify an Indemnifying Party will not relieve the Indemnifying Party of its obligations under this ARTICLE 10, except to the extent (and only to the extent) that the Indemnifying is materially prejudiced by reason of such failure, and will not relieve such Indemnifying Party from any other obligation that it may have to an Indemnified Party other than under this ARTICLE 10. (b) The Indemnifying Party will be entitled to participate in writing the defense of such Third Party Claim at such Indemnifying Party’s expense (an “Indemnification Claim Notice”which expenses will not be applied against any indemnity limitation herein). The Indemnifying Party and Indemnified Party shall promptly meet at its option will be entitled 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 thereof (subject to indemnification as provided for in this Section 14.3 the limitations set forth below) by giving (i) delivering written notice to the Indemnified Party of its election to assume the defense of such Third Party Claim within ** 15 days of receipt of notice from the Indemnified Party, (or until ii) appointing a nationally recognized and reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than ** defense and (the “Election Time Period”); iii) entering into a written agreement 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 (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees is unconditionally obligated to pay and satisfy any Losses which may arise with respect to such Third Party Claim and provides evidence of its ability to satisfy such obligation, in writing thateach case, as between in form and substance reasonably satisfactory to the Indemnified Party. If the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated does not expressly elect to satisfy and discharge the claim in full (the matters described in (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim Claim within the time period and otherwise in accordance with this Section 14.3the preceding sentence, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent assume the defense of and to the entry of any judgment, enter into any settlement or otherwise dispose of settle 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 Claim. (c) If the Indemnifying Party has assumed the defense of the a Third Party claim Claim in accordance with this Section 14.3the terms hereof, the Indemnified Party will be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, and the fees and expenses of such separate counsel will be borne by the Indemnified Party other than any fees and expenses of such separate counsel (i) that are incurred prior to the date the Indemnifying Party assumes control of such defense, (ii) if the Indemnified Party reasonably will have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party that are not available to the Indemnifying Party, or (iii) if the Indemnifying Party may have different, conflicting, or adverse legal positions or interests from the Indemnified Party with respect to such Third Party Claim. (d) Notwithstanding anything to the contrary contained herein, the Indemnifying Party will have authority not be entitled to consent assume the defense of a Third Party Claim (and the Indemnified Party will be entitled to maintain or assume control of the defense of such Third Party Claim) if (i) the Third Party Claim relates to or involves any criminal or quasi criminal Proceeding, (ii) the Indemnified Party reasonably believes an adverse determination with respect to the entry Third Party Claim would be detrimental to or injure the Indemnified Party’s reputation or future business prospects, (iii) the Third Party Claim seeks an injunction or other equitable relief against the Indemnified Party, (iv) the Indemnified Party reasonably believes that the Losses relating to the claim could exceed the maximum amount that such Indemnified Party would then be entitled to recover under this ARTICLE 10, (v) the Third Party Claim invokes Taxes, (vi) there exists or would, or could reasonably be expected to, exist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party for the same counsel to represent both the Indemnified Party and the Indemnifying Party, (vii) the Indemnified Party elects to pursue one or more defenses or counterclaims available to it that are inconsistent with one or more of those that are being pursued by the Indemnifying Party in respect of such Third-Party Claim or any litigation relating thereto, (viii) the Third Party Claim involves a material customer or material supplier of the Indemnified Party, or (ix) the Indemnifying Party fails to vigorously defend the Third Party Claim. (e) If the Indemnifying Party will assume the defense of any judgmentThird Party Claim, enter into any settlement or otherwise dispose of such Damages; provided it obtains the Indemnifying Party will obtain the prior written consent of the Indemnified Party before entering into any settlement of, consenting to the entry of any judgment with respect to or ceasing to defend such Third Party Claim. (f) Where the Buyer is the Indemnifying Party, not the indemnification required hereunder in respect of a Third Party Claim will be made by prompt payment by the Indemnifying Party of the amount of actual Losses in connection therewith, as and when bills are received by the Indemnifying Party or within 10 days following the Indemnifying Party’s receipt of notice that Losses have been incurred. Where a Seller is the Indemnifying Party, the Escrow Agreement shall contain provisions directing the Escrow Agent, acting upon the instruction of the Buyer at Buyer’s discretion, to immediately sell the Kitov Securities in the Escrow Fund in the event of any indemnification obligations of Sellers and/or Investors to Company and/or Buyer Indemnified Parties and, subject to resolution of any dispute as shall be unreasonably withheldset forth in the Escrow Agreement, conditioned or delayedthe remittance to Buyer of the proceeds of such sale, prior to any actual forfeiture of such securities held in the Escrow Fund. 14.3.4. (g) Notwithstanding the provisions of Section 11.13, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which a Proceeding in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Proceeding or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere. (h) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 will not be liable for entitled to require that any settlement Proceeding be made or brought against any other disposition of Person before a Proceeding is brought or claim is made against it hereunder by the Indemnified Party. (i) In the event any Damages by an Indemnified Party has a claim against any Indemnifying Party hereunder that is reached without the written consent of such Indemnifying Party. The Indemnified Party will does not admit any liability with respect to, or settle, compromise or discharge, any involve a Third Party claim without first offering Claim being asserted against or sought to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 14.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimbe collected from such Indemnified Party, the Indemnified Party will cooperate in deliver notice of such claim with reasonable promptness to the defense or prosecution thereof and Indemnifying Party, provided that the failure to so notify an Indemnifying Party will furnish such records, information and testimony, provide such witnesses including not relieve the Indemnifying Party of its obligations under this ARTICLE 10 except 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 only to the extent) that the Indemnifying Party tois materially prejudiced by reason of such failure, and reasonable retention will not relieve such Indemnifying Party from any other obligation that it may have to an Indemnified Party other than under this ARTICLE 10. If the indemnifying Party does not notify the Indemnified Party within 20 days following its receipt of such notice that the Indemnifying Party disputes its Liability to the Indemnified Party hereunder, such claim specified by the Indemnified Party of, records in such notice will be conclusively deemed a Liability of the Indemnifying Party hereunder 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 pay the amount of such Liability to the Indemnified Party for all its reasonable out-of-pocket expenses incurred on demand subject to the limitations set forth in connection with such cooperationthis ARTICLE 10. 14.3.5. Each (j) If the Indemnifying Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations agrees that it has an indemnification obligation under this Agreement, including its clinical trialsARTICLE 10 but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, the commercialization of any Licensed Products and its indemnification obligations hereunder, in Indemnifying Party will pay such amountslesser amount promptly to the Indemnified Party, subject to such deductibles and on such terms as are customary the limitations set forth in this ARTICLE 10, without prejudice to or waiver of the Indemnified Party’s claim for the activities to be conducted by it under this Agreement. All insurance required by this Section 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisdifference.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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”); Claim 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 (a) that solely seek monetary damages and (b) as respect to which the Indemnifying Party expressly agrees in writing thatclaims indemnification; provided, as between however, that failure of the Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations under this Article 10, unless such failure or delay actually and demonstrably prejudices the Indemnifying Party’s ability to effectively defend such Claim. Upon receipt of notice from the Indemnified Party, the Indemnifying Party shall be solely obligated entitled to satisfy and discharge the claim participate in full (the matters described in (a) and (b), 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 claimClaim, then and if each of the Indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. 14.3.2. Upon assuming the defense of a Third Party claim conditions set forth in accordance with this Section 14.3clauses (a) through (c) below is satisfied, the Indemnifying Party shall be entitled to appoint lead and any local counsel in assume the defense of such Claim, and in the Third Party claim. Should the Indemnifying Party assume and continue the defense case of a Third Party claim, except as otherwise set forth in this Section 14.3such an assumption, the Indemnifying Party will not be liable shall have the authority to the Indemnified Party for any legal expenses subsequently incurred by negotiate, compromise, and settle 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 14.3, 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, Claim (provided 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. Subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of shall not settle 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 14.3, 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 Claim without consent of the Indemnified Party, not to be unreasonably withheld, conditioned withheld or delayed., unless such settlement (i) includes a full and complete release of the Indemnified Party and its Representatives by the claimant, (ii) does not include an admission of guilt or responsibility of the Indemnified Party, and (iii) does not include any non-monetary conditions that would be binding on Indemnified Party);‌‌ 14.3.4. (a) The Indemnifying Party that has assumed selected counsel to handle the defense of the Third Party claim in accordance with this Section 14.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached without reasonably acceptable to the written consent of such Indemnifying Indemnified Party. ; (b) The Indemnified Party will does not admit any liability with respect togive the Indemnifying Party notice, or settle, compromise or discharge, any Third Party claim without first offering which shall be given within sixty (60) Days of the Indemnified Party’s notice to the Indemnifying Party the opportunity to assume the defense of the Third Claim that, in the exercise of its reasonable discretion, matters of policy or a conflict of interest make separate representation by the Indemnified Party’s own counsel advisable; (c) The Indemnifying Party claim in accordance with this Section 14.3. If establishes to the reasonable satisfaction of the Indemnified Party that the Indemnifying Party chooses has (and shall continue to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense or prosecution thereof have) adequate financial resources to satisfy and will furnish discharge 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify Upon the other in the event it becomes aware occurrence of a any claim for which indemnification is believed to be due under this Agreement, other than any claim discussed in Section 9.5 below, the party seeking indemnification (the "Indemnified Party") shall provide notice of such claim (a "Claim Notice") to the party (including each person who may be held jointly and severally liable with such person) from whom indemnification is sought pursuant to this Article XIV. 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 XIV, 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 such Indemnifying Party and Indemnified in all respects 30 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 14.3 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 reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and (b) 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 use reasonable efforts to satisfy cooperate and discharge arrive at a mutually acceptable resolution of the claim in full (the matters described in (a) and (b), 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 dispute within the Election Time Periodnext 30 days. If a resolution is not reached within the Indemnified Party fails 30-day period, either party may submit the dispute to promptly provide arbitration in accordance with Article X. No claim for indemnification against any person who may be jointly and severally liable with an Indemnification Claim Notice, and such failure materially prejudices the defense of such claim, then the Indemnifying indemnifying Party shall be relieved of its responsibility to indemnify the Indemnified Party. 14.3.2. Upon assuming the defense of permitted unless and until such person has received a Third Party claim in accordance with this Section 14.3, the Indemnifying Party shall be entitled to appoint lead Claim Notice 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 14.3, 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 14.3, 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 14.3 (30 day period in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditionsto send a Dispute Notice. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. 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 XIV. 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) as Any claim for indemnification with respect 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 (any Loss arising out of the matters described in Section 8.1 or 8.2, must be asserted by the Contributor Indemnified Parties or the HMA Indemnified Parties, as appropriate, within twenty four (a24) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party months after the date of assumption of defense in connection with the analysis, defense, countersuit hereof or settlement of the Third Party claim. Without limiting this Section 14.3, any Indemnified Party it 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 purposebarred; provided, however, that any claims for breach of any covenant or agreement made in this Agreement shall survive Closing and may be asserted at any time within one (1) year following the last date on which such engagement covenant or agreement is to be performed hereunder or twenty four (24) months after the date hereof, whichever is longer. (b) As used in this Article VIII, the term “Losses” does not include: (i) any amounts recovered from any surety, insurance carrier or third party obligor, nor the cost of maintaining any surety or insurance policies; or (ii) any cost or expense previously counted in determining Losses. The indemnified party agrees to submit in a timely manner to any applicable surety, insurance carrier or third party obligor all claims for indemnifiable Losses for which such entity may have liability. (c) As a condition precedent to a claim under this Article VIII, an indemnified party will promptly give to an indemnifying party notice of any matter which the indemnified party has determined has given or could give rise to a right of indemnification under this Agreement, which notice will specify in reasonable detail the nature of the claim and the basis for indemnification. If a claim by a third party is made against an indemnified party, and if such indemnified party intends to seek indemnity with respect thereto, the indemnified party will promptly give the indemnifying party notice of such claim. The indemnifying party will have thirty (30) days after receipt of such notice to assume and control the defense of such third-party claim at its expense and through counsel of its choice reasonably satisfactory to the indemnified party. If the indemnifying party elects not to defend against such third-party claim, then it will promptly so notify the indemnified party and, in such event (and even in the absence of such notice), the indemnified party will thereupon be entitled, at its option, to assume and control the Indemnified Party’s own defense of such claim at its expense unless (a) and through counsel of its choice. If the engagement thereof has been specifically indemnifying party exercises its right to undertake the defense against any such claim as herein provided, the indemnified party will cooperate with the indemnifying party in such defense and make available to the indemnifying party all pertinent records, materials and information in its possession or under its control relating thereto as is reasonably requested by the Indemnifying Party indemnifying party. No third-party claim which is being assumed and defended in writing, or (b) good faith by the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 indemnifying party will be liable to pay pursuant to such settlement or disposal of such claim prior to the time such payments become due settled by the Indemnified Party. With respect to all other Damages in connection with Third Party claims, where indemnified party without the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 14.3, 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, conditioned or delayedindemnifying party. 14.3.4(d) The indemnifying party will be subrogated to any and all defenses, claims and setoffs that the indemnified party asserted or could have asserted against the third party making a claim. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 indemnified party 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 execute and deliver to the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this Section 14.3. 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 indemnifying party 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 documents as may be reasonably requested in connection with necessary to establish by way of subrogation the ability and right of the indemnifying party to assert such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party todefenses, claims 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 cooperationsetoffs. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. 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 XIV. In case any proceeding EXECUTION VERSION (including any governmental investigationa) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article XIV, 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 give a Claim Notice of any Claim to the indemnifying party as promptly meet as practicable, but in any event: (i) if such Claim relates to discuss how to respond to the assertion against an Indemnified Party of any claims that are claim by a third party (a "THIRD PARTY CLAIM"), within 30 days after the subject matter assertion of such proceeding. At its option, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for Claim, or (ii) if such Claim is not in this Section 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense respect of a Third Party claim in accordance with this Section 14.3Claim, within 30 days after the Indemnifying Party shall be entitled to appoint lead and any local counsel in the defense discovery 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 14.3, the Indemnifying Party will not be liable to facts upon which the Indemnified Party intends to base a Claim 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 indemnification pursuant to this Section 14.3, 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 purpose13; provided, however, that the failure or delay to so notify the indemnifying party shall not relieve the indemnifying party of any obligation or liability that the indemnifying party may have to the Indemnified Party except to the extent that the indemnifying party demonstrates that the indemnifying party's ability to defend or resolve such engagement will be Claim is adversely affected thereby. Any such Claim Notice shall describe the facts and circumstances on which the asserted Claim for indemnification is based, the amount thereof if then ascertainable and, if not then ascertainable, the estimated maximum amount thereof, and the provisions in this Agreement on which the Claim is based. (i) Subject to the rights of or duties to any insurer or other third party having potential liability therefor, the indemnifying party shall have the right, upon written notice given to the Indemnified Party within 30 days after receipt of the notice from the Indemnified Party of any Third Party Claim, to assume the defense or handling of such Third Party Claim, at the Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writingindemnifying party's sole expense, or (b) the Indemnifying Party has failed to assume and actively further the defense and engage counsel in accordance with this Section 14.3 (in which case the Indemnified Party will control the defense), or (cprovisions of Section 13.3(b)(ii) the Indemnifying Party no longer satisfies the Litigation Conditionshereof shall govern. 14.3.3. 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 ii) The indemnifying party shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer select counsel reasonably acceptable 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 conducting the defense or handling of such Third Party claimsClaim, where and the Indemnifying indemnifying party shall defend or handle the same in consultation with the Indemnified Party has assumed and shall keep the defense Indemnified Party timely apprised of the status of such Third Party claim in accordance with this Section 14.3Claim. The indemnifying party shall 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, agree to a settlement of any Third Party Claim, unless (A) the settlement provides an unconditional release and discharge of the Indemnified Party and the Indemnified Party is reasonably satisfied with such discharge and release and (B) the Indemnified Party shall not have reasonably objected to any such settlement on the ground that the circumstances surrounding the settlement could reasonably be expected to result in an adverse impact on the business, operations, assets, Liabilities, condition (financial or otherwise) or prospects of the Indemnified Party. The Indemnified Party shall cooperate with the indemnifying party and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense. (i) If the indemnifying party does not give written notice to the Indemnified Party within 30 days following receipt of the notice from the Indemnified Party of any Third Party Claim of the indemnifying party's election to assume the defense or handling of such Third Party Claim, the provisions of Section 13.3(c)(ii) hereof shall govern. EXECUTION VERSION (ii) The Indemnified Party may, at the indemnifying party's expense (which shall be paid from time to time by the indemnifying party as such expenses are incurred by the Indemnified Party), select counsel in connection with conducting the defense or 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 and shall not settle such Third Party Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. If the Indemnifying Indemnified Party chooses to defend defends or prosecute any handles such Third Party claimClaim, the indemnifying party shall cooperate with the Indemnified Party will cooperate and shall be entitled to participate in the defense or prosecution thereof handling of such Third Party Claim with its own counsel and will furnish at its own expense. (d) The amount of any Liabilities shall be determined net of any amounts that the Indemnified Party recovers under insurance policies, indemnities (other than pursuant hereto), other reimbursement arrangements with respect to such recordsLiabilities or any Tax benefits. Each party waives, 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 permitted under its reasonable out-of-pocket expenses incurred in connection with such cooperation. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 applicable insurance policies. All insurance required by this Section 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisany subrogation rights that its insurer may have with respect to any indemnifiable Liabilities.

Indemnification Procedure. 14.3.1. Each (a) If a Buyer Indemnified Party shall notify the other in the event it becomes aware of or a claim for which Sellers Indemnified Party seeks indemnification may be sought pursuant to under this Article XIV. 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 XIV5, such Party party (the “Indemnified Party”) shall promptly notify give written notice to the other Party party (the “Indemnifying Party”) in writing of the facts and circumstances giving rise to the claim. In that regard, if any Action or Liability shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 5 (an a “Indemnification Claim NoticeThird Party Claim”). The Indemnifying Party and , 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 of such Third Party Claim in writing, specifying the basis of such claim and the facts and allegations pertaining thereto. The Indemnifying Party, if the Indemnifying Party so elects, shall assume and control the defense thereof (and shall consult with the Indemnified Party with respect thereto), including the employment of any Third Party claim subject to indemnification as provided for in this Section 14.3 by giving written notice counsel reasonably satisfactory 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 (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees in writing that, as between the Indemnifying Party and the Indemnified Partypayment of all necessary expenses; provided, that, the Indemnifying Party shall be solely obligated not have the right to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnified Party may assume responsibility for control of such defense if the Litigation Conditions are not satisfied, by written notice to claim which the Indemnifying Party within seeks to assume control of (1) seeks non-monetary relief, (2) involves criminal or quasi-criminal allegations, (3) involves matters that Buyer reasonably believes, if determined adversely to Buyer, would have an adverse effect on the Election Time Period. If Company, the Business Assets or the Business; (4) involves On-Site Environmental Liabilities or Off-Site Environmental Liabilities, or (5) it is reasonably likely that the (b) In no event shall 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 pay or settlement of the Third Party claim. Without limiting this Section 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 of any 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 consent to any judgment 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 any 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 14.3, 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, Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned withheld or delayed. 14.3.4) if such settlement or judgment would require the Indemnifying Party to pay any amount. The Indemnifying Party that has assumed may enter into a settlement or consent to any judgment without the defense consent of the Third Indemnified Party so long as (i) such settlement or judgment involves monetary damages only that are paid in full by the Indemnified Party and (ii) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally release all Indemnified Parties from all Liability with respect to such claim; otherwise the consent of the Indemnified Party shall be required in accordance with this Section 14.3 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, 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 14.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claim, the Indemnified Party will cooperate in the defense which consent shall not be unreasonably withheld 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 cooperationdelayed. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of (a) Promptly after receipt by a claim for which party entitled to indemnification may be sought pursuant to this Article XIV. 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 XIV, such Party hereunder (the “Indemnified Party”) of written notice of the institution of any legal proceeding, or of any claim or demand, asserted by a third party (a “Third Party Claim”) against the Indemnified Party with respect to which a claim for indemnification is to be made pursuant to Section 9.1 or 9.2 herein, the Indemnified Party shall promptly notify give written notice to the other Party party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”)of such Third Party 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, the Indemnifying Party may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 14.3 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, the Indemnifying Party shall be entitled to appoint lead participate in and any local counsel in to assume the defense of the such Third Party claim. Should Claim with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party assume and continue to such Indemnified Party of such assumption of defense, and, provided that the defense of a Third Indemnifying Party claim, except as otherwise set forth in this Section 14.3continues to diligently pursue such defense, the Indemnifying Party will shall not be liable to the such Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party after the date of assumption of defense latter in connection with the analysis, defense, countersuit or defense thereof. No Indemnifying Party will enter into any settlement with respect to such Third Party Claim without the prior written consent of the Third Party claim. Without limiting this Section 14.3, 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 unless such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless settlement (a) requires solely the engagement thereof has been specifically requested payment of money damages by the Indemnifying Party in writing, or and (b) includes as an unconditional term thereof the Indemnifying Party has failed to assume and actively further release by the defense and engage counsel in accordance with this Section 14.3 (in which case claimant or the plaintiff of the Indemnified Party will control and the defense), persons for whom the Indemnified Party is acting or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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, who are acting 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 behalf of the Indemnified Party from all liability with in respect thereto)of the proceeding giving rise to the Third Party Claim. (b) Any claim by an Indemnified Party on account of Damages which does not result from a Third Party Claim (a “Direct Claim” and, and either a Direct Claim or a Third Party Claim, a “Claim”) will transfer to be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than sixty (60) days after the Indemnified Party all amounts which said becomes aware of such Direct Claim. Such notice by the Indemnified Party will be liable describe the Direct Claim in reasonable detail. The Indemnifying Party will have a period of sixty (60) days within which to pay pursuant respond in writing to such settlement or disposal of such claim prior to the time such payments become due by the Indemnified PartyDirect Claim. With respect to all other Damages in connection with Third Party claims, where If the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 14.3does not so respond within such sixty (60) day period, the Indemnifying Party will be deemed to have authority to consent to accepted such claim, in which event 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim will be required to pay such amounts in accordance with this Section 14.3 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 14.3. 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 cooperation9.5 hereof. 14.3.5. Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. 14.3.1. Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may (a) Any party entitled to be sought pursuant to indemnified under this Article XIV. 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 XIV, such Party (the an “Indemnified Party”) seeking indemnification for any Losses or potential Losses arising from a claim asserted by a third party against the Indemnified Party (a “Third Party Claim”) shall promptly notify give written notice to the other party required to indemnify such Indemnified Party (the “Indemnifying Party”) in writing (an “Indemnification Claim Notice”). The Written notice to the Indemnifying Party and of the existence of a Third Party Claim shall be given by the Indemnified Party within five Business Days after its receipt of a written assertion of liability from the third party; provided, however, that the Indemnified Party shall promptly meet not be foreclosed from seeking indemnification pursuant to discuss how this Article X by any failure to respond provide timely notice of the existence of a Third Party Claim to any claims the Indemnifying Party except and only to the extent that are the subject matter Indemnifying Party has been materially prejudiced as a result of such proceeding. At its optiondelay. (b) Except as otherwise provided herein, the Indemnifying Party may assume elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (which counsel shall be reasonably satisfactory to the Indemnified Party), any Third Party Claim. If the Indemnifying Party elects to compromise or defend such Third Party Claim, it shall, within five Business Days after receiving notice of the Third Party Claim, notify the Indemnified Party of its intent to do so, and the Indemnified Party shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Third Party Claim. If the Indemnifying Party elects not to compromise or defend against the Third Party Claim, or fails to notify the Indemnified Party of its election to do so as herein provided, or otherwise abandons the defense of such Third Party Claim, (i) the Indemnified Party may pay (without prejudice of any of its rights as against the Indemnifying Party), compromise or defend such Third Party Claim and (ii) the costs and expenses of the Indemnified Party incurred in connection therewith shall be indemnifiable by the Indemnifying Party pursuant to the terms of this Agreement. Notwithstanding anything to the contrary contained herein, in connection with any Third Party claim subject to indemnification as provided for Claim in this Section 14.3 by giving written notice to which the Indemnified Party within ** shall reasonably conclude, based upon the advice of its counsel, that (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 extensionx) after the Indemnifying Party’s receipt there is a conflict of an Indemnification Claim Notice, solely for claims (a) that solely seek monetary damages and (b) as to which the Indemnifying Party expressly agrees in writing that, as interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Third Party Claim or (y) there are specific defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party, then the Indemnified Party shall have the right to assume and direct the defense and compromise of such Third Party Claim. In such an event, the Indemnifying Party shall be solely obligated pay the fees and disbursements of counsel to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnified Party may assume responsibility for such defense if the Litigation Conditions are not satisfied, by written notice to each of 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. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, 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 14.3, 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 The Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 14.3may 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 which (A) does not to be unreasonably withheldcontain an unconditional release of the Indemnified Party, conditioned (B) imposes any liabilities on the Indemnified Party, (C) ascribes any fault on the part of the Indemnified Party or delayed. 14.3.4(D) does not provide solely for monetary relief. The In any event, except as otherwise provided herein, the Indemnified Party and the Indemnifying Party that has assumed may each participate, at their own expense, in the defense of the such Third Party claim in accordance with this Section 14.3 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 14.3Claim. 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 shall make available to the Indemnifying Party toany personnel or any books, and reasonable retention by records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the receipt of appropriate confidentiality agreements. Notwithstanding anything to the contrary contained in this Section 10.04(b), in the event prompt action is required with respect to the defense of a Third Party Claim, the Indemnified Party ofshall, records subject to the terms and information that are reasonably relevant conditions of this Article X, have the right to assume the defense of such Third Party claimClaim; provided, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The however, that in the event that the Indemnifying Party will subsequently elects to assume the defense of such Third Party Claim, then the provisions set forth in this Section 10.04(b) shall be applicable and the Indemnifying Party shall, subject to the terms and conditions of this Article X, reimburse the Indemnified Party for all its reasonable out-of-pocket any costs and expenses incurred in connection with by the Indemnified Party prior to the date the Indemnifying Party assumes control of such cooperationThird Party Claim. 14.3.5(c) Any claim on account of Losses which do not involve a Third Party Claim shall be asserted by written notice given by the party claiming indemnity to the party from which indemnity is sought. Each Party The receiving party shall maintainhave a period of five (5) Business Days within which to respond thereto. If such party does not respond within such period, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any Licensed Products and its indemnification obligations hereunder, in such amountsparty shall be deemed to have accepted responsibility to make payment, subject to the provisions hereof, and shall have no further right to contest the validity of such deductibles and on claim. If the receiving party does not respond within five (5) Business Days or rejects such terms claim in whole or in part, the party claiming indemnity shall be free to pursue such remedies as are customary for the activities may be available to be conducted such party by it applicable Law. (d) All amounts owing under this AgreementArticle X shall bear interest at the Federal Funds Rate computed from the time such Losses were incurred or suffered to the date of payment therefore. All insurance required Any amount paid by any party hereto to another party hereto pursuant to this Section 14.3.5 Article X shall be maintained during the Term treated for all U.S. federal, state and each Party shall, from time to time, provide copies of certificates of such insurance local Tax purposes as an adjustment to the other Asset Price, and no party upon request. Furtherhereto shall take, each Party shall list the other Party as an additional insured or permit any of its Affiliates to take any position inconsistent with such treatment on all insurance policies. All insurance required by this Section 14.3.5 shall be maintained any applicable Tax Return or in (a) at least ** following expiration any judicial or termination administrative proceeding before any taxing authority or court of this Agreement or, (b) for at least ** after the termination law or expiration of this Agreement if insurance is written on a claims-made basisotherwise.

Indemnification Procedure. 14.3.1. Each (a) Promptly 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 XIV. In case any proceeding third party (including any governmental Governmental Entity) of any complaint, dispute or claim 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 XIVhereto (“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”) in writing (an “Indemnification ), provided, however, that the failure or delay to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such Third-Party Claim Notice”)only if, and only to the extent that, such failure or delay materially prejudices the Indemnifying Party. The Indemnifying Party and Indemnified Party shall promptly meet to discuss how to respond to any claims that are have 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 14.3 by giving upon written notice delivered to the Indemnified Party within ** thirty (or until such time provided in any applicable extension 30) days thereafter, 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 (a) that solely seek monetary damages and (b) 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 (a) and (b), 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 claimThird-Party Claim, then including the Indemnifying Party shall be relieved employment of its responsibility to indemnify the Indemnified Party. 14.3.2. Upon assuming the defense of a Third Party claim in accordance with this Section 14.3, 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 14.3, the Indemnifying Party will not be liable reasonably satisfactory to the Indemnified Party for and the payment of the fees and disbursements of such counsel. If the Indemnifying Party elects to undertake the defense of any legal expenses subsequently incurred by such Third-Party Claim hereunder, the Indemnified Party after the date of assumption of defense in connection shall cooperate with the analysis, defense, countersuit Indemnifying Party in the defense or settlement of the Third Third-Party claimClaim, including providing access to information, making documents available for inspection and copying, and making employees available for interviews, depositions and trial. Without limiting this Section 14.3, any Indemnified The Indemnifying Party will shall not be entitled to participate in, but not control, the defense of a Third settle any 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 14.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. 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 14.3, 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 Party, which consent shall not to be unreasonably withheld, conditioned withheld or delayed. 14.3.4. The ; provided, however, that the Indemnifying Party that has assumed the defense of the Third shall be permitted to settle any Third-Party claim in accordance with this Section 14.3 will not be liable for any settlement or other disposition of any Damages by an Indemnified Party that is reached Claim without the prior written consent of such Indemnifying Party. The the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, any Third if such Third-Party claim without first offering to Claim seeks recovery of monetary damages only for which the Indemnifying Party has acknowledged its liability in writing and which are paid in full by the opportunity Indemnifying Party and such settlement includes the unconditional release of the Indemnified Party and its officers, directors, employees, and Affiliates from all liability in respect to such Third-Party Claim from each claimant and from the Indemnifying Party. (b) In the event, however, that the Indemnifying Party declines or fails to assume the defense of such Third-Party Claim on the Third Party claim terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in accordance with this Section 14.3. If the Indemnifying Party chooses to defend or prosecute any Third Party claimeither case within such thirty (30)-day period, the Indemnified Party will cooperate in may, at the defense or prosecution thereof and will furnish Indemnifying Party’s expense, defend against such recordsThird-Party Claim, information and testimony, provide such witnesses including to after giving notice of 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 same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. The Indemnified Party shall not settle or compromise any Third-Party Claim for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed) unless such settlement, compromise or consent includes an unconditional release of the Indemnifying Party and its officers, directors, employees and Affiliates from all liability arising out of, or related to, and reasonable retention such Third-Party Claim. (c) In the event an Indemnified Party claims a right to payment pursuant hereto with respect to any matter not involving a third party complaint, dispute or claim (“Direct Claim”), such Indemnified Party shall send written notice of such claim to the appropriate Indemnifying Party (a “Notice of Claim”). Such Notice of Claim shall specify the basis for such Direct Claim. The failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party with respect to any Direct Claim made pursuant to this Section 10.3(c), it being understood that Notices of Claim in respect of a breach of a representation or warranty must first be delivered prior to the expiration of the survival period for such representation or warranty under Section 10.4. In the event the Indemnifying Party does not notify the Indemnified Party within thirty (30) days following its receipt of such Notice of Claim that the Indemnifying Party disputes its liability to the Indemnified Party under this Article X or the amount thereof, the Direct Claim specified by the Indemnified Party of, records and information that are reasonably relevant to in such Third Notice of Claim shall be conclusively deemed a liability of the Indemnifying Party claimunder this Article X, 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 shall pay the amount of such liability to the Indemnified Party for all on demand or, in the case of any notice in which the amount of the Direct Claim (or any portion of the Direct Claim) is estimated, on such later date when the amount of such Direct Claim (or such portion of such Direct Claim) becomes finally determined. In the event the Indemnifying Party has timely disputed its reasonable out-of-pocket expenses incurred in connection liability with respect to such cooperation. 14.3.5. Each Direct Claim as provided above, as promptly as possible, such Indemnified Party and the appropriate Indemnifying Party shall maintainestablish the merits and amount of such Direct Claim (by mutual agreement, at its costlitigation, a program arbitration or otherwise) and, within five (5) Business Days following the final determination of insurance and/or self insurance against liability the merits and other risks associated with its activities and obligations under this Agreement, including its clinical trialsamount of such Direct Claim, the commercialization of any Licensed Products and its indemnification obligations hereunder, Indemnifying Party shall pay to the Indemnified Party immediately available funds in such amounts, subject an amount equal to such deductibles and on such terms Direct Claim as are customary for the activities to be conducted by it under this Agreement. All insurance required by this Section 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisdetermined hereunder.

Indemnification Procedure. 14.3.1. (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 XIV18. 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 XIV18, 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 14.3 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 claims, (ai) that solely seek monetary damages [***] and (bii) 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 (a) and (b)[***], 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. 14.3.2. (ii) Upon assuming the defense of a Third Party claim in accordance with this Section 14.318.3, 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 14.318.3, 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 14.318.3, 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 14.3 18.3 (in which case the Indemnified Party will control the defense), or (c) the Indemnifying Party no longer satisfies the Litigation Conditions. 14.3.3. (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 14.318.3, 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, conditioned delayed or delayedconditioned. 14.3.4. (iv) The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.318.3. 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. 14.3.5. Each Party (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 maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any Licensed Products and its indemnification obligations hereunder, in such amounts, subject to such deductibles and on such terms include Apollomics as are customary for the activities to be conducted by it under this Agreement. All insurance required by this Section 14.3.5 shall be maintained during the Term and each Party shall, from time to time, provide copies of certificates of such insurance an indemnitee to the other party upon request. Further, each Party shall list extent Apollomics has suffered damages by relevant claim under the other Party as an additional insured on all insurance policies. All insurance required by this Section 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basisUpstream Agreement.

Indemnification Procedure. 14.3.1(a) A party that seeks indemnification under must promptly give the other party notice of any legal action . Each 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) 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 XIVSection 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 XIV, 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 14.3 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 (a) that solely seek monetary damages and (b) 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 foregoing provisions of this clause (the matters described in (a) and (bii), 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. 14.3.2. 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 14.3, 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 14.3clause (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 14.3, 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 14.3 (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. 14.3.3. 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 14.3, 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, conditioned or delayed. 14.3.4. The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 14.3 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 14.3. 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. 14.3.5on demand . Each Party shall maintain, at its cost, a program of insurance and/or self insurance against liability and other risks associated with its activities and obligations under this Agreement, including its clinical trials, the commercialization of any 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 14.3.5 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 14.3.5 shall be maintained in (a) at least ** following expiration or termination of this Agreement or, (b) for at least ** after the termination or expiration of this Agreement if insurance is written on a claims-made basis.If the