Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. 9.3.1 The party entitled to the indemnity (the Indemnified Party) shall notify the Party indemnifying (the Indemnifying Party) in writing as soon as practicable after the Indemnified Party knows the facts constituting the basis of a claim for indemnification (Notice of Claim). The Notice of Claim shall specify all facts known to the Indemnified Party giving rise to the claim for indemnification. 9.3.2 If either the facts giving rise to a claim for indemnification involve an actual or threatened claim or demand by a third party against the Indemnified Party is seeking indemnification under Section 12.1 or a claim or demand by the Indemnified Party against a third party (Indemnification by QorvoThird Party Claim), Section 12.2 the Indemnifying Party shall (Indemnification by Zomedicawithout prejudice to the right of the Indemnified Party to participate at its expense through counsel of its own choosing) defend or Section 12.3 (Indemnification for Infringement) (prosecute the “Third Party Claim in the name of the Indemnified Party”), it will inform Party at the other Party (the “Indemnifying Party”) ’s expense and through counsel of its own choosing. The Parties shall cooperate in the defense or prosecution of the Third Party Claim giving rise and shall furnish such records, information and testimony and attend such conferences and discovery as reasonably requested in connection therewith. 9.3.3 Notwithstanding the Indemnifying Party’s obligation to such indemnification obligations within 15 days after receiving written notice of assume and conduct the Third Party Claim (it being understood and agreed, however, that the failure defense or delay by an Indemnified Party to give such notice prosecution of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense Indemnifying Party shall not consent to the entry of any judgment or enter into any settlement with respect to a Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made Claim without the Indemnifying Party’s prior written consent, consent of the Indemnified Party (which consent will shall not be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money Damages in an amount not more than $250,000.00, conditioned, and does not impose an injunction or delayed. The Indemnifying Party will not admit liability of other equitable relief upon the Indemnified Party or any acknowledgment of the validity of the Third Party Claim. Until the Indemnifying Party assumes the defense or prosecution of a Third Party Claim, the Indemnified Party may at the expense of the Indemnifying Party defend against the Third Party Claim in any manner it deems reasonably appropriate; provided that in no event shall the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the Indemnified Party’s prior written consent, consent of the Indemnifying Party (which consent will shall not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either 10.3.1 For the avoidance of doubt, all indemnification claims in respect of an Oncothyreon Indemnitee or Array Indemnitee shall be made solely by Oncothyreon or Array, respectively. 10.3.2 A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such indemnification obligations Claim. 10.3.3 Subject to the provisions of Sections 10.3.4 and 10.3.5, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within 15 thirty (30) days after receiving 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 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 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Third Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 10.3.5 below shall govern. 10.3.4 Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party 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 connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (it being understood iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and agreed(iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. 10.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either 14.3.1. Each Party is seeking shall notify the other in the event it becomes aware of a claim for which indemnification under Section 12.1 may be sought pursuant to this Article XIV. In case any proceeding (Indemnification by Qorvo)including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article XIV, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) such Party (the “Indemnified Party”), it will inform ) 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 giving rise 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 indemnification obligations within 15 days Indemnified Party after receiving written notice the date of assumption of defense in connection with the analysis, defense, countersuit or settlement of the Third Party Claim (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 being understood has sought indemnification hereunder and agreedto engage counsel of its choice for such purpose; provided, however, that such engagement will be at the failure Indemnified Party’s own expense unless (a) the engagement thereof has been specifically requested by the Indemnifying Party in writing, or delay by an (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 to give such notice of a Third Party Claim will not affect control the defense), or (c) the Indemnifying Party’s indemnification obligations hereunder except Party no longer satisfies the Litigation Conditions. 14.3.3. Subject to the extent Litigation Conditions being satisfied, the Indemnifying Party will have been actually and materially prejudiced as a result the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such failure 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 delay disposal of such claim prior to give notice)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 will have the right to assume that has assumed the defense of any such the Third Party Claim claim in accordance with this Section 14.3 will not be liable for which it any settlement or other disposition of any Damages by an Indemnified Party that is obligated to indemnify reached without the Indemnified written consent of such Indemnifying Party. The Indemnified Party will cooperate not admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party and the Indemnifying Party’s insurer as opportunity to assume the defense of the Third Party claim in accordance with this Section 14.3. If the Indemnifying Party may reasonably requestchooses to defend or prosecute any Third Party claim, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, cooperate in the defense of any Third Party that has been assumed by or prosecution thereof and will furnish such records, information and testimony, provide such witnesses including to the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party extent possible, former employees and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with any settlement made without such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party’s written consentParty to, which consent will not be unreasonably withheldand reasonable retention by the Indemnified Party of, conditionedrecords and information that are reasonably relevant to such Third Party claim, or delayedand 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 not admit liability of reimburse the Indemnified Party without 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 Indemnified Party’s prior written consentcommercialization of any Licensed Products and its indemnification obligations hereunder, which consent will not in such amounts, subject to such deductibles and on such terms as are customary for the activities to be unreasonably withheldconducted by it under this Agreement. All insurance required by this Section 14.3.5 shall be maintained during the Term and each Party shall, conditionedfrom time to time, or delayed. If the Parties cannot agree as provide copies of certificates of such insurance to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claimother party upon request. Further, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from 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 accordance with Section 12.1 (Indemnification by Qorvoa) at least ** following expiration or Section 12.2 termination of this Agreement or, (Indemnification by Zomedica), as applicable, upon resolution b) for at least ** after the termination or expiration of the underlying Third Party Claimthis Agreement if insurance is written on a claims-made basis.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) Sections 13.1 or Section 12.3 (Indemnification for Infringement) 13.2 (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such indemnification obligations Section within 15 days ten (10) Business Days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will shall not affect the Indemnifying Party’s indemnification obligations provided hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, conditioned or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) 13.1 or Section 12.2 (Indemnification by Zomedica) 13.2 as to any Third Party Claim, then pending resolution of the dispute pursuant to Section 16.5, the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim Claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) 13.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 13.2 upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either (a) An Indemnified Party is seeking shall give Sublicensee prompt written notice (an “Indemnification Claim Notice”) of any Third Party Claim upon which such Indemnified Party intends to base a request for indemnification under Section 12.1 (4.1, but in no event shall Sublicensee be liable for any Losses that result from any delay in providing such notice. Each Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) Claim Notice must contain a description of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice and the nature and amount of the Third Party Claim related Loss (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually nature and materially prejudiced as a result amount of such failure or delay to give noticeLoss are known at such time). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying shall furnish promptly to Sublicensee copies of all papers and official documents received in respect of any Third Party and the Indemnifying Party’s insurer as the Indemnifying Party Claim. (b) At its option, Sublicensee may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in assume the defense of any Third Party Claim by giving written notice to the Indemnified Party seeking indemnification within thirty (30) days after Sublicensee’s receipt of an Indemnification Claim Notice for such Indemnified Party. The assumption of the defense of a Third Party Claim by Sublicensee shall constitute an acknowledgment that Sublicensee is liable to indemnify the Indemnified Party in respect of the Third Party Claim. Upon assuming the defense of a Third Party Claim, Sublicensee may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by Sublicensee that is reasonably acceptable to the Indemnified Party. In the event Sublicensee assumes the defense of a Third Party Claim, the Indemnified Party shall promptly deliver to Sublicensee all original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim. Subject to Section 4.2(c), if Sublicensee assumes the defense of a Third Party Claim, Sublicensee shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. (c) Without limiting Section 4.2(b), the Indemnified Party seeking indemnification shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof at Sublicensee’s expense has been assumed specifically authorized by Sublicensee in writing, (ii) Sublicensee has failed to assume the Indemnifying Party. Neither defense and employ counsel in accordance with Section 4.2(b) (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party and Sublicensee or any other Indemnified Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by a single counsel of Sublicensee and all relevant Indemnified Parties under Applicable Law, ethical rules or equitable principles. (d) With respect to any Losses relating solely to the payment of money damages in connection with a Third Party Claim and that will not result in the Indemnified Party seeking indemnification becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which Sublicensee shall have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, Sublicensee shall have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Losses, on such terms as Sublicensee, in its sole discretion, shall deem appropriate. With respect to all other Losses in connection with Third Party Claims, where Sublicensee has assumed the defense of the Third Party Claim in accordance with Section 4.2(b), Sublicensee shall have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss; provided that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed). If Sublicensee chooses to defend a Third Party Claim, Sublicensee shall not be liable for any settlement or other disposition of any Losses by the Indemnified Party with respect to such Third Party Claim that is reached without the written consent of Sublicensee (which consent shall not be unreasonably withheld or delayed). (e) If Sublicensee chooses to defend any Third Party Claim, the Indemnified Party seeking indemnification shall cooperate in the defense thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours afforded to Sublicensee 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. Sublicensee shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in connection with activities contemplated by this Section 4.2(e). (f) Except as provided above, the reasonable and verifiable costs and expenses, including fees and disbursements of counsel, incurred by an Indemnified Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party Claim shall be reimbursed on a monthly basis in accordance with Section 12.1 (Indemnification arrears by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party ClaimSublicensee.

Indemnification Procedure. (a) If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) 14.1 or Section 12.3 (Indemnification for Infringement) 14.2 (the “Indemnified Party”), it will shall [***] inform the other Party (the “Indemnifying Party”) of the Third Party Claim claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days Section (“Indemnification Claim Notice”) [***] after receiving written notice of the Third Party Claim (it being understood and agreedClaim; provided, however, that no delay on the failure or delay by an part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder, except to give 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 and any Losses related thereto (to the extent that the nature and amount of such Loss is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall furnish [***] to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of any such Losses and Claims. (b) Subject to the provisions of Sections 14.3(c) and 14.3(d), the Indemnifying Party shall have the right, exercisable by notice to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the direction and control of the defense and handling of any such Claim, [***], in which case the provisions of Section 14.3(d) below shall govern. The assumption of the defense of a Third 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 defenses it may assert against any Indemnified Party’s claim for indemnification. [***]. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim will not affect Notice, of the Indemnifying Party’s indemnification obligations hereunder except election to assume the extent defense and handling of such Claim, the provisions of Section 14.3(d) shall govern. (c) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to and shall assume [***] control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, [***], 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 shall keep the Indemnified Party informed of the status of such Third Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim for which on any terms the Indemnifying Party chooses; provided, however, that it is obligated to indemnify shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any Claim which [***]. The Indemnified Party will shall, [***], cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel [***]. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and at reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (d) If the Indemnifying Party’s cost and expense. The Party does not give written notice to the Indemnified Party will have the right as set forth in Section 14.3(b) or fails to participate, at its own expense and with counsel of its choice, in conduct the defense and handling of any Third Claim in good faith after having assumed such, the Indemnified Party that has been assumed by may, [***], select counsel reasonably acceptable to the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without conducting the Indemnifying Party’s written consentdefense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without shall keep the Indemnifying Party [***] apprised of the status of such Claim and shall not settle such Claim [***]. If the Indemnified Party defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consentrequest [***], which consent will not and shall be unreasonably withheld, conditioned, or delayed. If entitled to participate in the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and [***].

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under which it may claim in accordance with this Article VI, except as otherwise provided in Section 12.1 6.01 and Section 6.02. (Indemnification by Qorvo)b) Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of such Third-Party Claim, but failure to so notify the Third Indemnifying Party Claim (will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party will of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within ten (10) Business Days of when the Indemnified Party provides written consentnotice of a Third-Party Claim, which consent will not be unreasonably withheld, conditioned, failed (1) to assume the defense or delayed. The employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party will not admit liability and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party’s prior written consent, which consent will unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not be unreasonably withheldinclude any admission of wrongdoing or malfeasance by, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party ClaimIndemnified Party.

Indemnification Procedure. If either 10.3.1 For the avoidance of doubt, all indemnification claims in respect of an ASLAN Indemnitee or Array Indemnitee shall be made solely by ASLAN or Array, respectively. 10.3.2 A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such indemnification obligations Claim. 10.3.3 Subject to the provisions of Sections 10.3.4 and 10.3.5, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within 15 thirty (30) days after receiving 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 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 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Third Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 10.3.5 below shall govern. 10.3.4 Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party 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 connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (it being understood iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and agreed(iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. 10.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) Sections 13.1 or Section 12.3 (Indemnification for Infringement) 13.2 (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days Section as soon as reasonably practicable after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice)Claim. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) 13.1 or Section 12.2 (Indemnification by Zomedica) 13.2 as to any Third Party Claim, then pending resolution of the dispute pursuant to Section 15.6, the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) 13.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 13.2 upon resolution of the underlying Third Party Claim.

Indemnification Procedure. 8.2.1. If either a Purchaser Indemnified Persons becomes aware of an Indemnity Event, the Purchaser Indemnified Person shall give a written notice of such Indemnity Event (a “Claim Notice”) to the Seller within 30 (Thirty) days of such Purchaser Indemnified Person becoming aware of such Indemnity Event. Within 15 (Fifteen) Business Days of receipt of the Claim Notice, the Seller shall make the payments in relation to such Indemnity Events specified in the Claim Notice. 8.2.2. Any payment of the indemnification claims pursuant to this Agreement shall be made without any set off, counterclaim, restriction or condition and without any deduction or withholding (save as may be required by Applicable Laws) of any kind. If Tax must be withheld / deducted, or any other Tax is payable by the Purchaser in relation to indemnification claim, such additional amounts must be paid by the Seller as may be necessary to ensure that the Purchaser receive a net amount equal to the full amount which it would have received had payment not been made subject to such Tax or withholding or deductions. 8.2.3. If a Claim Notice is based on a claim notified or litigation initiated by a third party (a “Third Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified PartyClaim”), it will inform the other Party (Purchaser Indemnified Person shall have the “Indemnifying Party”) right to control of the Third Party Claim giving rise to defence and conduct of such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood at the cost and agreed, however, that expense of the failure or delay by an Seller). 8.2.4. If the Purchaser Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right Person fails to assume control of the defense defence of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer within 30 (Thirty) days or such earlier period (as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, specified in the defense notice of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consentClaim), which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application receipt of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any such Third Party Claim, then the Parties may Seller, in addition to its other remedies available hereunder, will be entitled to assume control of the entire above said process at any point of time, at the Seller’s own costs and expenses. The Seller shall keep the Purchaser Indemnified Persons informed and consult the Purchaser Indemnified Persons in good faith with respect to the conduct separate defenses of all matters pertaining to such action, and shall provide the Purchaser Indemnified Persons with all material submissions, filings, documents and correspondence made with any Governmental Authority including Tax Authority. It is hereby clarified that the Seller upon taking control of the defence of any Third Party Claims, with each Party retaining the right to claim indemnification from the other Party Claim in accordance with Section 12.1 this Clause 8.2.4, shall not, without the prior written consent of the Purchaser Indemnified Persons settle, compromise, or consent to the entry of any judgment in any pending or threatened Third Party Claim. 8.2.5. The obligation of the Seller to indemnify the Purchaser Indemnified Persons pursuant to a Third Party Claim shall arise within 10 (Indemnification Ten) days from receipt of the Claim Notice or such earlier period as may be prescribed in such notice from a third party of the Third Party Claim; 8.2.6. The Parties agree that a delay to provide a Claim Notice (including notice of any Third Party Claim) by Qorvo) the Purchaser Indemnified Persons will not relieve the Seller of its indemnification obligations under this Agreement. 8.2.7. In the event that the Purchaser Indemnified Persons are required to make any payment, as required under any Applicable Law or Section 12.2 (Indemnification otherwise, in relation to any claim of Losses as set out in this Clause 8, then the same shall be paid by Zomedica)the Seller to the Purchaser Indemnified Persons or to the relevant Governmental Authority or the concerned authority or Person, as applicable, upon resolution reasonably prior to the due date of payment required to be made in relation to such claim, unless a stay of the underlying demand or payment is obtained in respect of such payment, as the case maybe. The Parties agree that the Purchaser Indemnified Persons shall not be required to go out of pocket in relation to a Third Party ClaimClaim at any point of time.

Indemnification Procedure. If either (a) For the avoidance of doubt, all Claims in respect of a Novartis Indemnitee or OV Indemnitee shall be made solely by Novartis or OV, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party (the “Indemnifying Party”) in writing 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of paragraph (f) below, the Indemnified Party shall not make any admission of liability, conclude any agreement in relation to such indemnification obligations liability or make any compromise with any Person, body or authority in relation to such liability without the prior written consent of the Indemnifying Party. (d) Subject to the provisions of paragraphs (e) and (f) below, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within 15 thirty (30) days after receiving receipt of the Indemnification Claim Notice to assume the defence and handling of such Claim, at the Indemnifying Party’s sole expense, in which case the provisions of paragraph (e) below shall govern. The assumption of the defence 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 defences it may assert against any Indemnified Party’s claim for indemnification. In the event that it is ultimately decided that the Indemnifying Party is not obligated to indemnify or hold an Indemnitee harmless from and against the Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all reasonable and justifiable costs and expenses (including attorneys’ fees and costs of suit) incurred by the Indemnifying Party in its defence of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Third Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defence and handling of such Claim, the provisions of paragraph (f) below shall govern. (e) Upon assumption of the defence of a Claim by the Indemnifying Party: (i) the Indemnifying Party 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 connection with conducting the defence and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (it being understood iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and agreed(iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer as defence of such Claim with its own counsel and at its own expense. In particular, the Indemnifying Indemnified Party may reasonably requestshall, and at the Indemnifying Party’s cost expense furnish such records, information and expensetestimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party. Neither , the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (f) If the Indemnifying Party will have does not give written notice to the obligation Indemnified Party as set forth in paragraph (d) or fails to indemnify conduct the other defence 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 any settlement made conducting the defence and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defence and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either 14.3.1 Any Merck Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Third Indemnified Party Claim giving rise intends to such base a claim for indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedhereunder, however, that but the failure or delay by an so to 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 give the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such notice Claim is adversely affected thereby. 14.3.2 Subject to the provisions of a Third Section 14.3.4 and Section 14.3.5 below, the Indemnifying Party Claim will not affect shall have the right, upon providing Written Notice to the Indemnified Party of its intent to do 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 indemnification obligations hereunder except sole expense. 14.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the extent Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party will have been actually shall defend or handle the same in consultation with the Indemnified Party, and materially prejudiced as a result shall keep the Indemnified Party timely apprised of the status of such failure or delay to give notice)Claim. The Indemnifying Party will have shall not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of 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 give Written Notice to the Indemnified Party, within […***…] days after receipt of the Written Notice from the Indemnified Party of any Claim with respect to which it has indemnification obligation ▇▇▇▇▇▇ this Article 14, of the Indemnifying Party’s insurer as election to assume the defense and handling of such Third Party Claim, or otherwise elects not to assume the defense and handling of such Claim, the provisions of Section 14.3.5 below shall govern. 14.3.5 In the event that the Indemnifying Party may reasonably requestfails to conduct the defense and handling of a claim in good faith as set forth in Section 14.3.3 or elects not to assume the defense and handling of such Claim as set forth in Section 14.3.4, and the Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made 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 status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) All indemnification claims in respect of a Novartis Indemnitee or Licensor Indemnitee shall be made solely by Novartis or Licensor, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such indemnification obligations within 15 days after receiving Claim. (c) Subject to the provisions of Sections 13.3(d) and 13.3(e), the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within [***] after receipt of the Third 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 13.3(d) 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 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 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] 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 13.3(e) shall govern. (it being understood d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and agreedshall 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 shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the 264814036 v4 EXECUTION COPY CONFIDENTIAL INFORMATION Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party, the Novartis Indemnitees or the Licensor Indemnitees, as applicable, and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 13.3(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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Pharming Indemnitee or Novartis Indemnitee will be made solely by Pharming or Novartis, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it ) will inform 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 Third Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedNotice”), however, that but the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Third Party Claim will not affect relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , 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 official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections 14.3(d) and 14.3(e), the Indemnifying Party will have been actually the right, upon written notice given to the Indemnified Party within [***] days after receipt of the Indemnification Claim Notice, to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(d) will govern. The assumption of the defense of a 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. If 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) 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 such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, 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’s written consent, which consent will not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, conditioned, or delayed. The the Indemnifying Party will not admit liability of cooperate with the Indemnified Party without Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and will be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of an NVS Indemnitee or Pliant Indemnitee shall be made solely by NVS or Pliant, respectively. (b) A Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) hereunder (the “"Indemnified Party”), it will inform ") shall 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 Third Indemnified Party intends to base a claim for indemnification hereunder (an "Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, howeverNotice"); provided, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , except to the extent that the Indemnifying Party will have been actually 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 materially prejudiced as a result the nature and amount of the Claim (to the extent that the nature and amount of such failure or delay to give noticeClaim is known at such time). The Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party will copies of all correspondence, communications, and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to Section 17.3(d) and Section 17.3(e), the Indemnifying Party 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 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 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 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 [***], Section 17.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party [***]: (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 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 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, 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 such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification under this Agreement or which admits any wrongdoing or responsibility for the Claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information, and testimony, provide witnesses, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (e) If the Indemnifying Party does not assume the defense of the Indemnified Party in accordance with Section 17.3(c), the Indemnified Party may, at the Indemnifying Party’s cost 's expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and expensehandling 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 have shall keep the right 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 participate, 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 and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. expense. (f) Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s 's written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, conditioned or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) 17.1 or Section 12.2 (Indemnification by Zomedica) 17.2 as to any Third Party Claim, then pending resolution of such dispute, the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) 17.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 17.2 upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either Party is seeking indemnification under Section Sections 12.1 (Indemnification by Qorvo), Section or 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim claim giving rise to the obligation to indemnify pursuant to such indemnification obligations Section within 15 days [***] after receiving written notice of the Third Party Claim claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will claim shall not affect the Indemnifying Party’s indemnification obligations provided hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section Sections 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claimclaim, then pending resolution of the dispute pursuant to Article 14, the Parties may conduct separate defenses of such Third Party Claimsclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section Sections 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimclaim.

Indemnification Procedure. If either (a) In the event an Indemnified Party seeks a recovery, in accordance with the terms of this 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 the Indemnified Party is seeking entitled to indemnification under pursuant to Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) 8.3 or Section 12.3 (Indemnification for Infringement) 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”), it will inform the other Party . (the “Indemnifying Party”b) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent If the Indemnifying Party will have been actually and materially prejudiced as wishes to object to the allowance of some or all Claims made in a result Claim Notice, the Indemnifying Party must deliver a written objection (an “Objection Notice”) to the Indemnified Party within fifteen (15) Business Days after receipt by the Indemnifying Party of such failure or delay to give notice)Claim Notice expressing such objection and explaining in reasonable detail and in good faith the basis therefor. The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify Following receipt by the Indemnified Party. The Party of an Objection Notice, the Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as Party shall promptly, 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 may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right do not resolve any dispute with respect to participate, at its own expense and with counsel a Claim within thirty (30) Business Days of its choice, in the defense of any Third Party that has been assumed receipt by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without from the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If Indemnifying Party of the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party ClaimObjection Notice, then the Parties Indemnified Party may conduct separate defenses of commence a legal proceeding to resolve such Third Party Claims, dispute and enforce its rights with each Party retaining the right to claim indemnification from the other Party respect thereto in accordance with Section 12.1 9.6. (Indemnification c) If the Indemnified Party does not receive an Objection Notice from the Indemnifying Party by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution the end of the underlying Third fifteen (15) Business Day period referred to in Section 8.8(b) above, the Indemnifying Party Claimshall be deemed to have irrevocably waived any right to object to such Claim and to have agreed that Losses in the amount of the applicable Claim Amount are indemnifiable in accordance with the terms of this ARTICLE 8.

Indemnification Procedure. If either Subject to clause 7.1, the Indemnified Party is seeking may elect to make a claim for indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the a “Indemnified Party”), it will inform the other Party (the “Indemnifying PartyClaim”) for breaches of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to warranties hereunder. All Claims by the extent Indemnified Party under this Agreement shall be asserted and resolved as follows: 7.5.1 The Indemnified Party shall deliver a written notice notifying the Indemnifying Party will have been actually and materially prejudiced as a result with reasonable promptness of such failure Claim and specifying the nature of and basis for such Claim, together with the amount thereof, or delay to give noticeif not then reasonably ascertainable, the estimated amount thereof, determined in good faith (a “Claim Notice”). The . 7.5.2 If the Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify notifies the Indemnified Party. The Party that it does not dispute its liability to the Indemnified Party with respect to such Claim, or fails to notify the Indemnified Party within fifteen (15) Business Days after the date on which the Indemnified Party delivers the Claim Notice to the Indemnifying Party (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 the amount specified the Claim Notice will cooperate 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., before the Claim Maturity Date) disputed its liability with respect to such Claim, the Indemnifying Party and the Indemnifying Party’s insurer as Indemnified Party 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 may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right delivered notice to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as that it disputes its liability with respect to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party such Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party dispute shall be resolved by arbitration in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimclause 21.2 hereof.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 Sections 13.1 (Indemnification by Qorvo), Section 12.2 TheraVida) or 13.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for InfringementRoivant) (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days section as soon as reasonably practicable after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice)claim. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party claim or suit that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying such Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section 12.1 13.1 (Indemnification by QorvoTheraVida) or Section 12.2 13.2 (Indemnification by ZomedicaRoivant) as to any Third Party Claimclaim, then pending resolution of the dispute pursuant to Section 14.9 (Dispute Resolution), the Parties may conduct separate defenses of such Third Party Claimsclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 13.1 (Indemnification by QorvoTheraVida) or Section 12.2 13.2 (Indemnification by Zomedica), as applicable, Roivant) upon resolution of the underlying Third Party Claimclaim.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) Sections 9.1 or Section 12.3 (Indemnification for Infringement) 9.2 (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days section as soon as reasonably practicable after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice)claim. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party claim or suit that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, conditioned or delayed. The If FivePrime is the Indemnifying Party will Party, it shall not admit to any fault or liability of the Indemnified Party any Galaxy Indemnitee without the Indemnified PartyGalaxy’s prior written consent, which consent will in Galaxy’s sole discretion. If Galaxy is the Indemnifying Party, it shall not be unreasonably withheldadmit to any fault or liability of any FivePrime Indemnitee without FivePrime’s consent, conditioned, or delayedin FivePrime’s sole discretion. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) 9.1 or Section 12.2 (Indemnification by Zomedica) 9.2 as to any Third Party Claimclaim, then pending resolution of the dispute pursuant to Section 10.6, the Parties may conduct separate defenses of such Third Party Claimsclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) 9.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 9.2 upon resolution of the underlying Third Party Claimclaim.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Quark Indemnitee shall be made solely by Novartis or Quark, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 Third Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedNotice”), however, that but the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , except to the extent that the Indemnifying Party will have been actually 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 materially prejudiced as a result the nature and amount of the Claim (to the extent that the nature and amount of such failure or delay to give noticeClaim is known at such time). The Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party will copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of sub-Sections (d) and (e) below, the Indemnifying Party shall have the right 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 such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestClaim, and at the Indemnifying Party’s cost 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 [*]. In the event that it is [*]. If the Indemnifying Party does not give written notice to the Indemnified Party, within [*] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and expensehandling of such Claim, the provisions of sub-Section (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to and shall assume [*] 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 [*]; (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 [*]. The Indemnified Party will have [*] and shall be [*]. In particular, the right to participateIndemnified Party shall furnish such records, at its own expense information and with counsel of its choicetestimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in the defense of any Third Party that has been assumed connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party. Neither , the indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If the Indemnifying Party will have does not give written notice to the obligation Indemnified Party as set forth in sub-Section (c) or fails to indemnify conduct the other defense and handling of any Claim in good faith after having assumed such, the Indemnified Party in connection with any settlement made without may, at the Indemnifying Party’s written consentexpense, which consent will not be unreasonably withheld[*]. In such event, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without shall keep the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayedIndemnifying Party timely apprised of the status of such Claim [*]. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) Indemnified Party defends or Section 12.2 (Indemnification by Zomedica) as to any Third Party handles such Claim, then the Parties may conduct separate defenses of such Third Indemnifying Party Claims[*], with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimand shall be [*].

Indemnification Procedure. If either 12.3.1 Any GSK Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Third Indemnified Party Claim giving rise intends to such base a claim for indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedhereunder, however, that but the failure or delay by an so to 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 give the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 12.3.2 Subject to the provisions of Section 12.3.3 below, the Indemnifying Party shall have the right, upon providing written notice to the Indemnified Party of a Third its intent to do so within […***…] after receipt of the notice from the Indemnified Party Claim will not affect of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s indemnification obligations hereunder except sole expense. 12.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the extent Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party will have been actually shall defend or handle the same in consultation with the Indemnified Party, and materially prejudiced as a result shall keep the Indemnified Party timely apprised of the status of such failure or delay to give notice)Claim. The Indemnifying Party will have shall not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party will have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimexpense.

Indemnification Procedure. If either (a) All indemnification claims in respect of a Company Indemnitee or Novartis Indemnitee will be made solely by Company or Novartis, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it ) will inform 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 Third Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedNotice”), however, that but the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Third Party Claim will not affect relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , except to the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is materially and 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 official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections (d) and (e) below, the Indemnifying Party will have been actually the right, upon written notice given to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(e) below will govern. The assumption of the defense of a 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 Indemnified Party 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 [***] 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(f) 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) if the Indemnifying Party acknowledges that it is liable to indemnify an indemnitee in respect of the Claim, 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 such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 14.3(d) 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, 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’s written consent, which consent will not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, conditioned, or delayed. The the Indemnifying Party will not admit liability of cooperate with the Indemnified Party without Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application Indemnified Party, and will be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense. (f) In the case of any Infringement Claim, this Section 14.3 shall be subject to the provisions of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim9.8.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) Sections 11.1 or Section 12.3 (Indemnification for Infringement) 11.2 (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such indemnification obligations Section within 15 days ten (10) Business Days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will shall not affect the Indemnifying Party’s indemnification obligations provided hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, conditioned or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) Sections 11.1 or Section 12.2 (Indemnification by Zomedica) 11.2 as to any Third Party Claim, then pending resolution of the dispute pursuant to Section 14.4, the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim Claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) Sections 11.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 11.2 upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 Sections 15.1 (Indemnification by Qorvo), Section 12.2 Genevant) or 15.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for InfringementBioNTech) (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days section as soon as reasonably practicable after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice)Claim. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim or suit that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying such Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section 12.1 15.1 (Indemnification by QorvoGenevant) or Section 12.2 15.2 (Indemnification by ZomedicaBioNTech) as to any Third Party Claim, then pending resolution of the dispute pursuant to Section 16.10 (Dispute Resolution), the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 15.1 (Indemnification by QorvoGenevant) or Section 12.2 15.2 (Indemnification by Zomedica), as applicable, BioNTech) upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by written notice to the party from whom indemnification is sought in accordance with the terms and conditions of this Agreement prior to the expiration of the Survival Period; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party from any indemnification that it may claim in accordance with this Article V unless and to the extent the Indemnifying Party is seeking indemnification under Section 12.1 materially prejudiced by such failure. (Indemnification by Qorvo)b) Promptly after any Company Related Party or Investor Related Party (in such context, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder from, or the commencement of any action, suit or proceeding by, a person unaffiliated with either party or its respective Affiliates, which claim the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (in such context, the “Indemnifying Party”) written notice of the such Third Party Claim giving rise prior to the expiration of the Survival Period identifying the nature and the basis of such Third Party Claim to the extent then known, but failure or delay to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such Indemnified Party hereunder except to the extent that the Indemnifying Party is materially prejudiced by such failure or delay. The Indemnifying Party shall have the right to assume and control the defense of, and settle, at its own expense and by its own counsel, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith and irrevocably agrees to provide indemnification obligations within 15 days after receiving written notice hereunder, provided, that notwithstanding anything to the contrary in this Section 5.4, the Indemnifying Party shall not be entitled to assume the defense of the any Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result has assumed the defense, shall transfer control of such failure or delay defense to give notice). The Indemnifying Party will have the right to assume the defense of any Indemnified Party) if (i) such Third Party Claim seeks equitable relief or such Third Party Claim involves a criminal action, (ii) the Indemnifying Party shall not have assumed the defense of such Third Party Claim within ten (10) Business Days of receipt of notice of such claim for which indemnity or (iii) such Third Party Claim exceeds the Purchase Price. If the Indemnifying Party undertakes to assume and control the defense or settle such Third Party Claim, it is obligated to indemnify shall promptly, and in no event later than ten (10) Business Days after notice of such claim, notify the Indemnified Party. The Party of its intention to do so, and the Indemnified Party will shall cooperate in good faith with the Indemnifying Party and its counsel in all reasonable respects in the defense thereof or the settlement thereof. Subject to the requirements of applicable Law, any material agreement pursuant to which the Indemnified Party or the Indemnifying Party is bound and the applicability of attorney-client privilege, such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s insurer possession or control. The Indemnifying Party shall bear all reasonable and documented out-of-pocket costs of the Indemnified Party associated with such cooperation by the Indemnified Party. After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense in good faith, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its own expense, to participate in the defense of such asserted liability and any negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within ten (10) Business Days of when the Indemnified Party provides written notice of a Third Party Claim, failed to (x) assume the defense or settlement of such Third Party Claim, and (y) notify the Indemnified Party of such assumption, or (B) the defendants in any such action include both the Indemnified Party and the Indemnifying Party and counsel to the Indemnified Party shall have concluded that there may be one or more reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party’s written consent, then, in each case, the Indemnified Party shall have the right to select one (1) separate counsel and, upon prompt notice to the Indemnifying Party, to assume such settlement or legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any provision of this Agreement to the contrary, the Indemnifying Party shall not settle any indemnifiable claim hereunder without the consent of the Indemnified Party (which consent will shall not be unreasonably withheld), conditionedunless the settlement thereof imposes no liability or obligation on, or delayed. The Indemnifying Party will and includes a complete release from liability of, and does not admit liability contain any admission of the Indemnified Party without wrongdoing by, the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either 16.3.1 For the avoidance of doubt, all indemnification claims in respect of an Oncothyreon Indemnitee or Array Indemnitee shall be made solely by Oncothyreon or Array, respectively. 16.3.2 A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such indemnification obligations Claim. 16.3.3 Subject to the provisions of Sections 16.3.4 and 16.3.5, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within 15 thirty (30) days after receiving 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 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 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Third Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of Section 16.3.5 below shall govern. 16.3.4 Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party 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 connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (it being understood iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and agreed(iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. 16.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either 13.3.1 Any ▇▇▇▇▇ Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Third Indemnified Party Claim giving rise intends to such base a claim for indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedhereunder, however, that but the failure or delay by an so to 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 give the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 13.3.2 Subject to the provisions of Section 13.3.3 below, the Indemnifying Party shall have the right, upon providing notice to the Indemnified Party of a Third its intent to do so within […***…] days after receipt of the notice from the Indemnified Party Claim will not affect of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s indemnification obligations hereunder except to sole expense. 13.3.3 The Indemnifying Party shall select competent counsel in connection with conducting the extent defense and handling of such Claim, and the Indemnifying Party will have been actually shall defend or handle the same in consultation with the Indemnified Party, and materially prejudiced as a result shall keep the Indemnified Party timely apprised of the status of such failure or delay to give notice)Claim. The Indemnifying Party will have shall not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party will have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimexpense.

Indemnification Procedure. If either In case a Claim filed may create a potentially indemnifiable loss or damage pursuant to this Agreement, the respective Indemnified Party shall send a notice to the respective Indemnifying Party, informing about such Claim, attaching any and all documents or information related to the Claim that is seeking reasonably required for assessment, by the Indemnifying Party, of the relevant loss or damage and the alleged liability regarding the corresponding indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified PartyNotice of Claim”), it will inform the other Party (the “. 4.5.1. The Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations , within 15 days from receipt of the Notice of Claim or, in case of Claim filed by third parties, after receiving 2/3 of the period set forth for defense of the relevant Claim has elapsed, pursuant to applicable Law, whichever is shorter, shall deliver a written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent Indemnified Party, informing whether it agrees or not to be liable for the indemnification sought. 4.5.2. In the event the Indemnifying Party will have been actually agrees with the content of the Notice of Claim, it shall indicate its intention to (i) pay the full amount of the relevant damage or loss, when effectively incurred by the Indemnified Party; and materially prejudiced as a result (ii) assume or not the defense of such failure or delay to give notice)the relevant Claim filed by third parties, if applicable. 4.5.3. The In the event the Indemnifying Party will have declares that it (i) is not liable for the right indemnification sought, (ii) does not agree with the amount of the loss or damage possibly included in the Notice of Claim, or (iii) has no intention of assuming the defense of the relevant Claim filed by third parties, if applicable, the Indemnified Party has the option, rather than the obligation, to assume the defense of any such Third Party the relevant Claim for which it is obligated filed by third parties, if applicable. 4.5.4. Any controversy between the Parties in relation to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not shall be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as settled pursuant to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim5.1.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Enanta Indemnitee shall be made solely by Novartis or Enanta, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such indemnification obligations Claim. (c) Subject to the provisions of subsections (d) and (e) below, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within 15 thirty (30) days after receiving 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 subsection (d) 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 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 Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 48 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Third Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of sub-Section (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party 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 connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (it being understood iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and agreed(iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in subsection (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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining its own counsel and at its own expense. Confidential materials omitted and filed separately with the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.Securities and Exchange Commission. Asterisks denote such omission. 49

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a resTORbio Indemnitee or Novartis Indemnitee will be made solely by resTORbio or Novartis, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it ) will inform 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 Third Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedNotice”), however, that but the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Third Party Claim will not affect relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , 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 official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of Sections (d) and (e) below, the Indemnifying Party will have been actually 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 materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 14.3(d) below will govern. The assumption of the defense of a 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 thirty (30) 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 such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, 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’s written consent, which consent will not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, conditioned, or delayed. The the Indemnifying Party will not admit liability of cooperate with the Indemnified Party without Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and will be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Section 12.1 that it may claim in accordance with this Article VII, except as otherwise provided in Sections 7.01 and 7.02. (Indemnification by Qorvo)b) Promptly after any EEP Related Party or Purchaser Related Party (hereinafter, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of the such Third Party Claim giving rise but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third Party Claim to give notice)the extent then known. The Indemnifying Party will shall have the right to assume defend and settle, at its own expense and by its own counsel, any such matter as long as the defense of any Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such Third Party Claim for which Claim, it is obligated to indemnify shall promptly, and in no event later than five (5) days, notify the Indemnified Party. The Party of its intention to do so, and the Indemnified Party will shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and/or the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within ten (10) Business Days of when the Indemnified Party provides written consentnotice of a Third Party Claim, which consent will not be unreasonably withheld, conditionedfailed (y) to assume the defense or settlement of such Third Party Claim and employ counsel and (z) notify the Indemnified Party of such assumption, or delayed. The (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party will not admit liability and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such settlement or legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party’s prior written consent, which consent will unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not be unreasonably withheldcontain any admission of wrongdoing by, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party ClaimIndemnified Party.

Indemnification Procedure. If either (a) Promptly (other than with respect to any Third-Party is seeking Claim provided for in Section 8.7) and subject to the applicable survival periods contained in Section 8.1, after the incurrence of any Losses by any Person entitled to indemnification under pursuant to Section 12.1 (Indemnification by Qorvo5.9(b), Section 12.2 (Indemnification by Zomedica) 5.10(c), Section 5.12, Section 6.4, Section 8.2 or Section 12.3 8.3 (Indemnification for Infringement) (the an “Indemnified Party”)) which might give rise to indemnification hereunder, it will inform the other Indemnified Party shall deliver to the party from which indemnification is sought (the “Indemnifying Party”) a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or anticipates it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) to the extent such information is reasonably available, specify in reasonable detail (and have annexed thereto all supporting documentation, including any correspondence in connection with any Third-Party Claim and paid invoices for claimed Losses) each individual item of Loss included in the amount so stated, the date such item was paid (if paid), the basis for any anticipated liability and the nature of the Third Party Claim giving rise misrepresentation, breach of warranty, breach of covenant or claim to which each such indemnification obligations within 15 days after receiving written notice item is related and the computation of the Third amount to which such Indemnified Party Claim claims to be entitled hereunder. (it being understood and agreed, however, b) In the event that the failure or delay by Indemnifying Party shall object to the indemnification of an Indemnified Party to give such notice in respect of a Third Party any claim or claims specified in any Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent Certificate, the Indemnifying Party will have been actually and materially prejudiced as a result shall, within forty-five (45) days after receipt by the Indemnifying Party of such failure or delay Claim Certificate, deliver to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with a notice to such effect, specifying in reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnifying Party’s insurer as Indemnified Party shall, within the sixty (60) 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 may reasonably request, and at the Indemnifying Party’s cost and expenseshall have so objected. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without and the Indemnifying Party shall succeed in reaching agreement on their respective rights with respect to any of such claims, the Indemnified Party’s prior written consent, which consent will not 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 unreasonably withheld, conditioned, or delayed. If the Parties cannot unable to agree as to any particular item or items or amount or amounts within such time period, then the application Indemnified Party shall be permitted to submit such dispute to a court of competent jurisdiction as set forth in Section 12.1 10.12. (Indemnification by Qorvoc) or If an Indemnified Party delivers a Claim Certificate pursuant to Section 12.2 (Indemnification by Zomedica8.6(a) as with respect to any Third a Third-Party Claim, then Purchaser shall, and shall cause the Parties may conduct separate defenses Company to, furnish or cause to be furnished to Seller and its Representatives upon request, as promptly as practicable, such information and reasonable assistance (including reasonable access to and copies of the books, records and work papers of Purchaser and the Company) relating to the Third-Party Claim set forth in such Third Party ClaimsClaim Certificate. Upon reasonable notice, with each Party retaining Purchaser shall make its, or shall cause the right Company to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica)make its, as applicable, upon resolution of the underlying Third employees and facilities available to Seller on a mutually convenient basis to provide reasonable explanation with respect to such Third-Party Claim. (d) Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within forty-five (45) days of receipt of such Claim Certificate, claims for Losses covered by a memorandum of agreement of the nature described in Section 8.6(b), and claims for Losses the validity and amount of which have been the subject of judicial determination as described in Section 8.6(b) or shall have been settled with the consent of the Indemnifying Party, as described in Section 8.7, 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 pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer of immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) Sections 11.1 or Section 12.3 (Indemnification for Infringement) 11.2 (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim claim giving rise to the obligation to indemnify pursuant to such indemnification obligations Section within 15 days ten (10) Business Days after receiving written notice of the Third Party Claim claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will claim shall not affect the Indemnifying Party’s indemnification obligations provided hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will shall not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) 11.1 or Section 12.2 (Indemnification by Zomedica) 11.2 as to any Third Party Claimclaim, then pending resolution of the dispute pursuant to Article 14, the Parties may conduct separate defenses of such Third Party Claimsclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) 11.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 11.2 upon resolution of the underlying Third Party Claimclaim.

Indemnification Procedure. If either Each Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo)10.2 or 10.3, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) as the case may be (the “Indemnified Party”), it ) will promptly inform the other Party (the “Indemnifying Party”) upon becoming aware of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the a Loss or Third Party Claim (it being understood and agreedincluding a copy of any related complaint, howeversummons, notice or other instrument) made for which the Indemnifying Party might be liable under Section 10.2 or 10.3, as the case may be; provided that the failure or any delay by an Indemnified Party to give in providing such notice will qualify the obligation of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except , as relevant, only to the extent of actual prejudice to the ability of the Indemnifying Party to defend the Third Party Claim. Subject to Section 10.5, the Indemnifying Party may defend, negotiate, and settle such Third Party Claims; provided that, the Indemnified Party will be entitled to participate in, but not control, the defense and to employ counsel at its expense to assist in such defense. Subject to Section 10.5, in the event Indemnifying Party takes up such defense, the Indemnifying Party will have been actually and materially prejudiced as a result final decision-making authority regarding all aspects of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any Third Party Claim. In the event Indemnifying Party does not employ counsel to defend such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The within 30 days of receiving notice of such Third Party Claim, Indemnified Party will cooperate with may employee counsel of its choosing to defend and control the Indemnifying defense of such Third Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and Claim at the Indemnifying Party’s cost and expense, including any settlement or judgment. Indemnified Party may also employee counsel at Indemnifying Party’s cost and expense, if the interests of the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to make inappropriate or impermissible the representation by the same counsel of both Parties under Applicable Laws, ethical rules or equitable principles. The Indemnified Party not defending the Third Party Claim will have provide the right to participatedefending Party with such information and assistance as the defending Party may reasonably request, at its own the expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither The Parties understand that no insurance deductible will be credited against losses for which a Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimis responsible under this ARTICLE 10.

Indemnification Procedure. (a) If either Party is seeking a claim for indemnification under pursuant to Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) 5.01 or Section 12.3 5.02 (Indemnification for Infringementa “Claim”) (is to be made by an Indemnified Party entitled to indemnification hereunder, the “Indemnified Party”), it will inform Party claiming indemnification shall give written notice to the other Party (the “Indemnifying Party”) 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 (whether pursuant to a lawsuit, other legal action or otherwise, a “Third 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 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 giving rise to Claim. Notwithstanding the foregoing, if such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedi) seeks injunctive, howeverequitable or other relief or remedies that are not money damages against the Indemnified Party, that or (ii) involves criminal allegations against the failure or delay by an Indemnified Party, then the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume control the defense defense, compromise or settlement of any such Third Party Claim with counsel of its choice (and the costs thereof, for the avoidance of doubt, shall constitute Damages for which it is obligated 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 indemnify the Indemnifying Party any documents and materials in its or its Affiliates’ possession or control that may 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 shall use reasonable best efforts to obtain any required consents and take such other reasonable action (such as 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 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 such Indemnified Party shall be at the expense of the Indemnified Party. The , provided, that if in the reasonable opinion of counsel to the Indemnified Party, there are legal defenses available to the Indemnified Party will cooperate with that are different from or additional to those available to the Indemnifying Party, or there exists a conflict of interest between the Indemnifying Party and the Indemnifying Party’s insurer as Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to such Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required (and the costs thereof, for the avoidance of doubt, shall constitute Damages for which indemnification may reasonably requestbe sought under Section 5.01 or Section 5.02). Except with the written consent of the other Party (not to be unreasonably withheld, and at conditioned or delayed), neither the Indemnifying Party’s cost and expense. The Party nor the Indemnified Party will have the right to participate, at its own expense and with counsel of its choiceshall, in the defense of any a Third Party that has been assumed by Claim, consent to the Indemnifying Party. Neither Party will have entry of any judgment or enter into any compromise or settlement (A) which does not include as an unconditional term thereof the obligation giving to indemnify the other Party in connection and its Affiliates by the Third Party 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 settlement made without violation of Law by the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, other Party (or delayed. The Indemnifying Party will not admit any Affiliate thereof) or (y) any liability on the part of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will (or any Affiliate thereof) not be unreasonably withheld, conditionedindemnified hereunder, or delayed(C) which involves injunctive, equitable or other relief or remedies that are not money damages against the other Party. If the Parties cannot agree as With respect to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Claims other than Third Party Claims, with each after the giving of any notice of a Claim pursuant to this Section 5.03, the amount of indemnification to which an Indemnified Party retaining shall be entitled under this Article 5 shall be determined (1) by the right to claim indemnification from written agreement between the other Indemnified Party and the Indemnifying Party, (2) in accordance with Section 12.1 8.05 or (Indemnification 3) by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of any other means to which the underlying Third Indemnified Party Claimand the Indemnifying Party shall agree.

Indemnification Procedure. (a) If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) 8.1 or Section 12.3 (Indemnification for Infringement) 8.2 (the “Indemnified Party”), it will shall promptly inform the other Party (the “Indemnifying Party”) in writing of the Third Party Claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days Section 8.1 or Section 8.2, as applicable (“Indemnification Claim Notice”) as soon as reasonably practicable after receiving written notice of the Third Party Claim (it being understood and agreedClaim; provided, however, that the failure or delay by an on the part of the Indemnified Party in providing the Indemnification Claim Notice to give the Indemnifying Party shall not relieve the Indemnifying Party from any obligation hereunder, 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 and any Losses related thereto (to the extent that the nature and amount of such Loss is known at such time). Upon the request of the Indemnifying Party, the Indemnified Party shall promptly furnish to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent with respect to any applicable Losses and Claims. (b) Subject to the provisions of Sections 8.3(c) and 8.3(d), the Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within [***] after receipt of a Third Party the Indemnification Claim will not affect Notice, to assume the direction and control of the defense and handling of any such Claim, at the Indemnifying Party’s indemnification obligations hereunder except to expense, in which case Section 8.3(d) below shall govern. The assumption of the extent defense of a Claim by the Indemnifying Party will have been actually shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify the Indemnified Party with respect to the Claim, nor shall 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 the Indemnified Party harmless from and materially prejudiced as a result 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] after receipt of the Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such failure or delay to give notice). The Claim, Section 8.3(d) shall govern. (c) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party will 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 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 shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the prior written consent of the Indemnified Party, agree to a settlement of any such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the Claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (d) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 8.3(b) 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, conditioned or delayed. If the Parties cannot agree as 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 application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its expense.

Indemnification Procedure. If either (i) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or AVEO Indemnitee will be made solely by Novartis or AVEO, respectively. (ii) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it ) will inform 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 Third Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedNotice”), however, that but the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Third Party Claim will not affect relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , 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 official documents (including court documents) received or sent in respect of such Claim. (iii) Subject to the provisions of Sections 6(c)(iv) and (v) below, the Indemnifying Party will have been actually the right, upon written notice given to the Indemnified Party within [**] after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 6(c)(iv) below will govern. The assumption of the defense of a 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 [**] 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 6(c)(v) below will govern. (iv) Upon assumption of the defense of a Claim by the Indemnifying Party: (A) the Indemnifying Party will have the right to and will assume sole control and responsibility for dealing with the Claim; (B) 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; (C) the Indemnifying Party will keep the Indemnified Party informed of the status of such Claim; and (D) 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 such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (v) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 6(c)(iii) 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, 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’s written consent, which consent will not be unreasonably withheld. If the Indemnified Party defends or handles such Claim, conditioned, or delayed. The the Indemnifying Party will not admit liability of cooperate with the Indemnified Party without Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and will be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either 13.3.1 Any DS Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Third Indemnified Party Claim giving rise intends to such base a claim for indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedhereunder, however, that but the failure or delay by an so to 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 give the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 13.3.2 Subject to the provisions of Section 13.3.3 below, the Indemnifying Party shall have the right, upon providing notice to the Indemnified Party of a Third its intent to do so within […***…] after receipt of the notice from the Indemnified Party Claim will not affect of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s indemnification obligations hereunder except sole expense. 13.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the extent Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party will have been actually shall defend or handle the same in consultation with the Indemnified Party, and materially prejudiced as a result shall keep the Indemnified Party timely apprised of the status of such failure or delay to give notice)Claim. The Indemnifying Party will have shall not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party will have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimexpense.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under which it may claim in accordance with this Article VI, except as otherwise provided in Section 12.1 6.01 and Section 6.02. (Indemnification by Qorvo)b) Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of such Third-Party Claim, but failure to so notify the Third Indemnifying Party Claim (will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than 10 days, notify the Indemnified Party will of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without the Indemnifying Party’s written consentof such asserted liability; provided, which consent will not be unreasonably withheldhowever, conditioned, or delayed. The Indemnifying Party will not admit liability of that the Indemnified Party without shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party has, within 10 Business Days of when the Indemnified Party’s prior Party provides written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application notice of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third a Third-Party Claim, then failed (1) to assume the Parties may conduct separate defenses of such Third defense or employ counsel reasonably acceptable to the Indemnified Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.or

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Gilead Indemnitee or a Hookipa Indemnitee shall be made solely by Gilead or Hookipa, respectively. (b) A Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) hereunder (the “Indemnified Party”), it will inform ) shall 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 Third Indemnified Party intends to base a claim for indemnification hereunder (each, an “Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, howeverNotice”); provided, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , except to the extent that the Indemnifying Party will have been actually 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 materially prejudiced as a result the nature and amount of the Claim (to the extent that the nature and amount of such failure or delay to give noticeClaim is known at such time). The Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party will copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to Sections 16.3(d) and 16.3(e), the Indemnifying Party shall have the right 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 any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestClaim, and at the Indemnifying Party’s cost and sole expense, in which case the provisions of Section 16.3(d) below shall govern; provided, that any such Claim is only for monetary damages. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any 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 shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including reasonable attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in 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 16.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to participateand shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own expense and cost, appoint as counsel in connection with counsel of its choice, in conducting the defense and handling of such Claim any Third Party that has been assumed law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of CONFIDENTIAL TREATMENT REQUESTED. Neither INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. such Claim; and (iv) the Indemnifying Party will shall have the obligation right to indemnify settle the other Claim on any terms the Indemnifying Party in connection with any settlement made chooses; provided, however, that it shall not, without the Indemnifying Party’s prior written consent, which consent will of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit ), 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 without 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 shall be entitled to participate in, but not control, the defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information, and testimony, provide witnesses, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 16.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consentconsent of the Indemnifying Party, which consent will shall not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as 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 application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under which it may claim in accordance with this Article VI, except as otherwise provided in Section 12.1 6.01 and Section 6.02. (Indemnification by Qorvo)b) Promptly after any Partnership Related Party or Purchaser Related Party (hereinafter, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of such Third-Party Claim, but failure to so notify the Third Indemnifying Party Claim (will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party will of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within ten (10) Business Days of when the Indemnified Party provides written consentnotice of a Third-Party Claim, which consent will not be unreasonably withheld, conditioned, failed (1) to assume the defense or delayed. The employ counsel reasonably acceptable to the Indemnified Party and (2) notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party will not admit liability and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party’s prior written consent, which consent will unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies provided for in this Section 6.03 are cumulative and are not exclusive of any remedies that may be unreasonably withheld, conditioned, available to a party at law or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) in equity or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimotherwise.

Indemnification Procedure. If either An Indemnified Party shall promptly notify the party from whom it is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) upon becoming aware of the Third a Third-Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim under this Section 9.3 (it being understood and agreed, however, that the failure or delay by an “Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give noticeClaim”). The Indemnifying Party will have the right to shall promptly assume control of the defense and investigation of any such Third Party Claim for which it is obligated the Indemnified Claim, with counsel reasonably acceptable to indemnify the Indemnified Party. The , and the Indemnified Party will shall reasonably cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestin connection therewith, and in each case at the Indemnifying Party’s sole cost and expense. The Indemnified Party will have may participate in the right to participatedefense of such Indemnified Claim, at its own expense and with counsel of its choice, own choosing and at its own cost and expense. The Indemnifying Party shall not settle any Indemnified Claim on any terms or in any manner that adversely affects the defense rights of any Third Indemnified Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Indemnified Party’s prior written consent, consent (which consent will shall not be unreasonably withheld, conditioned, or delayed). The If the Indemnifying Party will not admit liability fails or refuses to assume control of the defense of such Indemnified Claim, the Indemnified Party shall have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate. Neither the Indemnified Party’s failure to perform any obligation under this Section 9.3 nor any act or omission of the Indemnified Party without in the defense or settlement of any Indemnified Party’s prior written consentClaim shall relieve the Indemnifying Party of its obligations under this Section 9.3, which consent will not be unreasonably withheldincluding with respect to any Losses, conditioned, or delayed. If the Parties cannot agree as except to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claima result thereof.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Gilead Indemnitee or a Hookipa Indemnitee shall be made solely by Gilead or Hookipa, respectively. (b) A Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) hereunder (the “Indemnified Party”), it will inform ) shall 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 Third Indemnified Party intends to base a claim for indemnification hereunder (each, an “Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, howeverNotice”); provided, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , except to the extent that the Indemnifying Party will have been actually 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 materially prejudiced as a result the nature and amount of the Claim (to the extent that the nature and amount of such failure or delay to give noticeClaim is known at such time). The Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party will copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to Sections 16.3(d) and 16.3(e), the Indemnifying Party shall have the right 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 any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestClaim, and at the Indemnifying Party’s cost and sole expense, in which case the provisions of Section 16.3(d) below shall govern; provided, that any such Claim is only for monetary damages. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any 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 shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including reasonable attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in 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 16.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to participateand shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own expense and cost, appoint as counsel in connection with counsel of its choice, in conducting the defense and handling of such Claim any Third Party that has been assumed law firm or counsel reasonably selected by the Indemnifying Party. Neither ; (iii) the Indemnifying Party will shall keep the Indemnified Party informed of the status of such Claim; and (iv) the Indemnifying Party shall have the obligation right to indemnify settle the other Claim on any terms the Indemnifying Party in connection with any settlement made chooses; provided, however, that it shall not, without the Indemnifying Party’s prior written consent, which consent will of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit ), 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 without 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 shall be entitled to participate in, but not control, the defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information, and testimony, provide witnesses, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 16.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consentconsent of the Indemnifying Party, which consent will shall not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as 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 application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Conatus Indemnitee shall be made solely by Novartis or Conatus, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such indemnification obligations Claim. (c) Subject to the provisions of Sections 15.3(d) and (e), the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within 15 [***] days after receiving 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 15.3(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 in respect of the Claim, nor shall 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 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within [***] days after receipt of the Third Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of sub-Section (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party 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 connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (it being understood iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and agreed(iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Third Party Claim will not affect for which the Indemnifying Party’s indemnification obligations hereunder except *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent omitted portions. Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the Indemnifying Party will have been actually and materially prejudiced as a result claim on behalf of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 15.3(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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either 9.3.1 Promptly after receipt by a Party is seeking of notice, or such Party otherwise becoming aware, of any actual or potential Third Party Claim which could give rise to a right to indemnification under pursuant to Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) 9.1 or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”)9.2, it will inform such Party shall promptly give the other Party (the “Indemnifying Party”) of written notice describing the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice in reasonable detail. The indemnified Party shall not take any action that impairs the defense of the any Third Party Claim (it being understood and agreed, however, that by the indemnifying Party. The failure or delay by an Indemnified of a Party to give such notice in the manner provided herein shall not relieve the indemnifying Party of a Third Party Claim will not affect the Indemnifying Party’s indemnification its obligations hereunder under this Article 9, except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of that such failure or delay to give notice). notice actually prejudices the indemnifying Party’s ability to defend such Third Party Claim. 9.3.2 The Indemnifying indemnifying Party will shall have the right right, exercisable by written notice to the indemnified Party within twenty (20) Business Days of receipt of notice of the commencement of or assertion of any Third Party Claim, to assume the defense of such Third Party Claim. Following such notice, the indemnifying Party shall, at its sole cost and expense, assume and conduct such defense, with counsel selected by the indemnifying Party and reasonably acceptable to the indemnified Party. 9.3.3 If the indemnifying Party undertakes to defend any Third Party Claim as provided in Section 9.3.1, the indemnified Party agrees to reasonably cooperate with the indemnifying Party and its counsel in the defense of such Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the indemnifying Party. All reasonable costs and expenses incurred in connection with such cooperation shall be borne by the indemnifying Party. The indemnified Party shall have the right to participate in (but not control) and be represented by its own counsel (at the indemnified Party’s own expense) in connection with such Third Party Claim. 9.3.4 If the indemnifying Party does not defend the Third Party Claim, or fails to notify the indemnified Party of its election to defend as herein provided, the indemnified Party shall have the right, at its option, to defend such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with by counsel of its choicechoice and its reasonable costs and expenses for such Third Party Claim shall be included as part of the indemnification obligation of the indemnifying Party hereunder. 9.3.5 Notwithstanding the foregoing, neither Party may settle or compromise any Third Party Claim without the other Party’s prior written consent if such settlement or compromise would: (a) commit the other Party to take, or to forbear to take, any action; (b) subject the other Party to an injunction; (c) constitute an admission of guilt or liability by the other Party; or (d) impose any financial liability on the other Party. 9.3.6 The Parties shall in all cases reasonably cooperate in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Claims and each Party will have the obligation shall make reasonably available to indemnify the other Party any books, records or other documents within its control that are reasonably necessary or appropriate for such defense. Notwithstanding anything to the contrary in connection with any settlement made without this Section 9.3, the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability conducting the defense of a Third Party Claim shall (a) keep the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree other party informed on a reasonable and timely basis as to the application status of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any the defense of such Third Party Claim, then and (b) conduct the Parties may conduct separate defenses defense of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party Claim in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claima prudent manner.

Indemnification Procedure. If either Party The indemnifying party’s agreement and obligation to indemnify, defend and hold the other harmless is seeking indemnification under conditioned on the indemnified party: 12.3.1 promptly providing written notice to the indemnifying party of any Claim resulting from, arising from or out of, relating to, in the nature of, or caused by the indemnified activities set forth in Section 12.1 (Indemnification by Qorvo)and Section 12.2, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (at most within [***] after becoming aware of such Claim; provided that failure to provide prompt notice will relieve the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) indemnifying party of the Third Party Claim giving rise to such its indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except only to the extent the Indemnifying Party will have that indemnifying party has been actually and materially prejudiced as a result of such failure or delay failure; 12.3.2 permitting the indemnifying party to give notice). The Indemnifying Party will assume full responsibility to select its choice of counsel, investigate, prepare for and defend against any such Claim; provided that the indemnified party shall have the right to assume retain separate legal counsel and participate in any defense of any Claim at its own expense; 12.3.3 reasonably assisting the indemnifying party, at the indemnifying party’s reasonable expense, in the investigation of, preparation for, and defense of any such Third Party Claim; and 12.3.4 not compromising or settling such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Partyindemnifying party’s written consent. Confidential & Proprietary The indemnifying party may not, without the indemnified party’s written consent, which consent will not be unreasonably withheldcompromise or settle any Claim resulting from, conditionedarising from or out of, relating to, in the nature of, or delayedcaused by the indemnified activities set forth in Section 12.1 and Section 12.2 if such compromise or settlement admits liability on behalf of or imposes any restrictions or obligations on the indemnified party. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as indemnifying party shall make quarterly payments to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to indemnified parties for any Third Party Claim, then the Parties may conduct separate defenses of documented Losses resulting from such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either (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 deliver to the Party from which indemnification is sought (the "Indemnifying Party") a certificate (the "Certificate"), which Certificate shall: (i) state that the Indemnified Party has incurred or anticipates it will incur Losses for which such Indemnified Party is seeking entitled to indemnification under Section 12.1 pursuant to this Agreement; and (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedicaii) or Section 12.3 (Indemnification specify in reasonable detail the basis for Infringement) (any anticipated liability and the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) nature of the Third Party Claim giving rise misrepresentation, breach of warranty, breach of covenant or claim to which each such indemnification obligations within 15 days after receiving written notice item is related and a good faith estimate of the Third amount to which such Indemnified Party Claim (claims to be entitled hereunder; provided that the failure to provide a Certificate in accordance with this Section 9.3(a) shall not affect the obligations of an Indemnifying Party unless it being understood and agreedis actually materially prejudiced thereby, subject, however, to the time limits specified in Section 9.5. (b) In the event that the failure or delay by Indemnifying Party shall object to the indemnification request of an Indemnified Party to give such notice in respect of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent any claim or claims specified in any Certificate, the Indemnifying Party will have been actually and materially prejudiced as a result shall, within forty-five (45) days after receipt by the Indemnifying Party of such failure or delay Certificate, deliver to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with a notice of objection to such effect, specifying in reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnifying Party’s insurer as Indemnified Party 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 may reasonably request, and at the Indemnifying Party’s cost and expenseshall have so objected. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without and the Indemnifying Party shall succeed in reaching agreement on a resolution of any of such claims, the Indemnified Party’s prior written consent, which consent will not 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 unreasonably withheld, conditioned, or delayed. If the Parties cannot unable to agree as to the application of Section 12.1 (Indemnification by Qorvo) any particular claim or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claimclaims or amount or amounts within such time period, then the Parties may conduct separate defenses 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 Third 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, with each the Indemnifying Party retaining shall pay to the right Indemnified Party an amount equal to claim indemnification from the other Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in accordance with Section 12.1 a notice to the Indemnifying Party not less than two (Indemnification by Qorvo2) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party ClaimBusiness Days prior to such payment.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 Sections 13.1 (Indemnification by Qorvo), Section 12.2 MEI) or 13.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for InfringementKKC) (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days section as soon as reasonably practicable after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice)claim. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party claim or suit that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying such Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section 12.1 13.1 (Indemnification by QorvoMEI) or Section 12.2 13.2 (Indemnification by ZomedicaKKC) as to any Third Party Claimclaim, then pending resolution of the dispute pursuant to Section 14.12 (Dispute Resolution), the Parties may conduct separate defenses of such Third Party Claimsclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 13.1 (Indemnification by QorvoMEI) or Section 12.2 13.2 (Indemnification by Zomedica), as applicable, KKC) upon resolution of the underlying Third Party Claim.claim. For clarity, the Financial Exhibit addresses the treatment and allocation of Collaboration Losses for which the Parties will share liability, including Product Liability Claims in the U.S.

Indemnification Procedure. If either The Indemnified Party shall promptly notify the Indemnifying Party in writing of any indemnification claim which is not a Third Party Claim, which written notice shall describe the nature of such claim, the facts and circumstances that give rise to such claim and the amount of such claim if reasonably ascertainable at the time such claim is made. Subject to Section 6.1(a), the failure by the Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party except to the extent that such failure shall have prejudiced the Indemnifying Party. (i) An Indemnified Party seeking indemnification in respect of a Third Party Claim shall give the Indemnifying Party from whom indemnification with respect to such claim is sought, within fifteen (15) days after the receipt of notice of such Third Party Claim (but in any event at least ten (10) days before any responsive pleading is due), (A) written notice of such Third Party Claim, and (B) copies of the documents and information relating to any such Third Party Claim. Subject to Section 6.1(a), the failure by the Indemnified Party to so notify or provide copies to the Indemnifying Party shall not relieve the Indemnifying Party from any liability to the Indemnified Party except to the extent that such failure shall have prejudiced the Indemnifying Party. (ii) The Indemnifying Party shall have the right, at its option and expense, to assume the defense of such Third Party Claim using counsel reasonably acceptable to the Indemnified Party. The Indemnifying Party shall exercise such option by written notice to the Indemnified Party within fifteen (15) days after its receipt from the Indemnified Party of the notice and copies described in clause (i). The assumption of such defense by the Indemnifying Party shall not constitute an admission by the Indemnifying Party that such Third Party Claim is within the scope of or subject to indemnification by the Indemnifying Party. So long as the Indemnifying Party is seeking indemnification under Section 12.1 contesting or defending the Third Party Claim with reasonable diligence and in good faith: (Indemnification by Qorvo), Section 12.2 A) the Indemnified Party may participate in (Indemnification by Zomedicabut not control) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) defense of the Third Party Claim giving rise with counsel of its choice and at its expense; (B) the Indemnifying Party shall not be liable for any Losses with respect to the Third Party Claim if the Indemnified Party consents to the entry of any judgment or enters into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed); and (C) the Indemnifying Party may not enter into a settlement of any Third Party Claim without the prior written consent of the Indemnified Party (which consent shall be not unreasonably withheld or delayed) unless as part of such settlement the third party bringing the Third Party Claim gives to the Indemnified Party a release of all liability with respect to such indemnification obligations Third Party Claim. (iii) In the event the Indemnifying Party does not, within 15 fifteen (15) days after receiving written its receipt from the Indemnified Party of the notice and copies described in clause (i), exercise its option to assume the defense of the Third Party Claim as provided above, then: (it being understood and agreed, however, that A) the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume the defense of such claim in such manner as the Indemnified Party deems appropriate; provided, however, that it may not consent to the entry of any such judgment or enter into any settlement with respect to the Third Party Claim for which it is obligated to indemnify without the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and prior written consent of the Indemnifying Party’s insurer as , which consent shall not be unreasonably withheld or delayed; and (B) the Indemnifying assumption of such defense shall not constitute either a waiver by the Indemnified Party may reasonably request, and at of or an entitlement by the Indemnified Party to indemnification for any Losses from the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in . (c) In connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, Buyer and the Sellers shall cooperate with each Party retaining other and provide each other with reasonable access to the right to claim indemnification from the other Party books and records and personnel in accordance with Section 12.1 (Indemnification by Qorvo) their possession or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimunder their control.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) Sections 9.1 or Section 12.3 (Indemnification for Infringement) 9.2 (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such indemnification obligations within 15 days Section as soon as reasonably practicable after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice)Claim. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION VERSION Confidential Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) 9.1 or Section 12.2 (Indemnification by Zomedica) as 9.2 to any Third Party Claim, then pending resolution of the dispute pursuant to Section 10.6, the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) 9.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 9.2 upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either 8.3.1 Any Novo Indemnified Party is or Dicerna Indemnified Party seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Third Indemnified Party Claim giving rise intends to such base a claim for indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedhereunder, however, that but the failure or delay by an so to notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and materially prejudiced as a result demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 8.3.2 Subject to the provisions of such failure or delay to give notice). The Section 17.3.3, the Indemnifying Party will shall have the right right, upon providing notice to the Indemnified Party of its intent to do so within [* * *] after receipt of the notice from the Indemnified Party of any Claim, to assume the defense and handling of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestClaim, and at the Indemnifying Party’s cost and sole expense. The If the Indemnifying Party does not assume control of such defense, or does not comply with its obligations under Section 17.3.3, the Indemnified Party will have the right shall be entitled to participate, at its own expense and with counsel of its choice, in control the defense and handling of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without Claim at the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The sole expense. 8.3.3 If the Indemnifying Party will not admit elects to assume the defense and handling of the Claim: (a) the Indemnifying Party shall select competent counsel in connection with conducting the defense and handling of such Claim, and the Indemnifying Party shall defend or handle the same in consultation with the Indemnified Party, and shall keep the Indemnified Party timely apprised of the status of such Claim; (b) the Indemnifying Party 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 without for which the Indemnified Party is not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party’s ; and (c) the Indemnified Party shall cooperate with the Indemnifying Party, at the request and expense of the Indemnifying Party, shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense, and shall not agree to any settlement of the Claim without the prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Indemnifying Party Claimif there is any liability or any financial or other obligation on the part of the Indemnifying Party or if it would adversely affect the Indemnifying Party.

Indemnification Procedure. If either Party is seeking (a) Promptly after the incurrence of any Losses by any Person entitled to indemnification under pursuant to Section 12.1 5.10, 8.2 or 8.3 hereof (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the an “Indemnified Party”), it will inform including, any claim by a third party described in Section 8.7, which would reasonably be expected to give rise to indemnification hereunder, the other Indemnified Party shall deliver to the Party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party has paid or anticipates it will incur liability for Losses for which such Indemnified Party is entitled to indemnification pursuant to this Agreement; and (ii) specify in reasonable detail (and have annexed thereto all material supporting documentation, including any material correspondence in connection with any Third-Party Claim and paid invoices for claimed Losses) each individual item of Loss included in the amount so stated, the date such item was paid, the basis for any anticipated liability and the nature of the Third misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related and an estimation of the amount to which such Indemnified Party Claim giving rise claims to such be entitled hereunder. The Indemnified Party shall not be precluded from making a claim for indemnification obligations within 15 days after receiving written hereunder by any failure to provide timely notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice existence of a Third Party Claim will not affect to the Indemnifying Party’s indemnification obligations hereunder , except to the extent that the Indemnifying Party will have has been actually and materially prejudiced as a direct result of such failure or delay delay, in which case the Indemnified Party shall be so precluded to give notice). The such extent. (b) In the event that the Indemnifying Party will have shall object to the right to assume the defense indemnification of an Indemnified Party in respect of any claim or claims specified in any Claim Certificate, the Indemnifying Party shall, within fifteen (15) days after receipt by the Indemnifying Party of such Third Party Claim for which it is obligated Certificate, deliver to indemnify the Indemnified Party. The Indemnified Party will cooperate with a written notice to such effect (an “Objection Notice”), specifying in reasonable detail the basis for such objection, and the Indemnifying Party and the Indemnifying Party’s insurer as Indemnified Party shall, within the thirty (30) day period beginning on the date of receipt by the Indemnified Party of such Objection Notice, attempt in good faith to agree upon the rights of the respective parties with respect to each of such claims to which the Indemnifying Party may reasonably requestshall 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 at 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 within such time period, then the Indemnified Party shall be permitted to submit such dispute to a court of competent jurisdiction as set forth in Section 9.10. (c) Claims for Losses (which, for the avoidance of doubt, shall in no event include any Losses in excess of the limitations contained in Sections 8.4(b) or 8.5(b) hereof): (i) specified in any Claim Certificate to which an Indemnifying Party shall not object pursuant to an Objection Notice within fifteen (15) days of receipt of such Claim Certificate, (ii) covered by a memorandum of agreement of the nature described in Section 8.6(b), (iii) the validity and amount of which have been the subject of judicial determination as provided by Section 9.10 or (iv) which have been settled with the consent of the Indemnifying Party’s cost , as described in Section 8.7, are hereinafter referred to, collectively, as “Agreed Claims”; provided, however, that (i) the amount of any Agreed Claim shall include only the portion of such Agreed Claim that (together with the amount of all prior Agreed Claims) is in excess of the Deductible and expense. The Indemnified Party will the other applicable limitations contained in Section 8.4(a), (ii) if the aggregate amount of all Agreed Claims determined prior to such time shall have equaled or exceeded the right to participateDeductible and the other applicable limitations contained in Section 8.4(a), at its own expense then the amount of any Agreed Claim shall mean the entire amount of such Agreed Claim and with counsel of its choice, (iii) except in the defense instances where the limitations set forth in Section 8.4(b) do not apply, the amount of such Agreed Claim (together with the amount of all prior Agreed Claims) shall not exceed the amount on deposit from time to time in the Indemnity Escrow Account. Within ten (10) days after the determination of the amount of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation Agreed Claims with respect to indemnify the other Party in connection with which any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without Parent Indemnitee is the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as shall deliver a joint written instruction to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Escrow Agent directing the Escrow Agent to any Third Party Claim, then disburse the Parties may conduct separate defenses amount of such Third Party Claims, with each Party retaining Agreed Claim from funds on deposit in the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party ClaimIndemnity Escrow Account.

Indemnification Procedure. If either Party is seeking 9.3.1. Any party entitled to indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) ‎9.1 or Section 12.3 ‎9.2 (Indemnification for Infringement) (the an “Indemnified Party”), it will inform ) shall promptly provide written notice to the other Party party obliged to provide indemnification (the “Indemnifying Party”) of any facts or circumstances that, in its reasonable opinion, give rise to an indemnifiable Loss, provided that the failure to notify such Indemnifying Party shall not relieve such Indemnifying Party from any Loss that it may have hereunder except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure. Each notification shall state, with respect to such particular claim: (i) the obligations, covenants or undertakings set forth in this Agreement which have been breached; (ii) a description of the claim; (iii) the nature and to the extent reasonably practicable, the amount of the Loss; and (iv) to the extent already available to an Indemnified Party, any supporting documentation to its claim. The Indemnifying Party shall have ten (10) Business Days from the date of receipt of notification of such claim to respond to the Indemnified Party, indicating whether it accepts or rejects, totally or partially, such indemnification claim. If the Indemnifying Party does not provide a response within such ten (10) Business Days, it shall be understood that the Indemnifying Party accepts such claim. If the Indemnifying Party accepts such claim, it shall become final and binding and the Indemnifying Party shall pay to the Indemnified Party the amount determined in the relevant notification of claim within five (5) Business Days, by means of a wire transfer of immediately available funds without any withholding, deductions or commissions. If the Indemnifying Party rejects such claim, the parties shall resolve the dispute in the Courts set forth in Section ‎11.8. 9.3.2. If Parent, the Company, any Parent Indemnified Parties, any Company Indemnified Parties or any of their respective Affiliates receives notice of any pending or threatened claims, actions, proceedings or investigations asserted by a third party (a “Third Party Claim giving Claim”) which may give rise to such indemnification obligations as an Indemnified Party under this Agreement, the following rules shall apply: (i) Such Indemnified Party shall submit a notice of claim to the Indemnifying Party within 15 days after receiving written notice ten (10) Business Days from the receipt of the Third Party Claim (it being understood and agreedin any event, howeverto the extent possible, that before the failure expiration of the first one-third (1/3) of the term resulting from the applicable Laws to respond, appeal or delay by oppose such Third Party Claim). Such notice of claim shall include (a) a copy of the Third Party Claim; (b) if available, the value or an estimation of the Third Party Claim (as identified therein); (c) any deadline to reply to the Third Party Claim. Upon the Indemnifying Party´s written request the Indemnified Party shall furnish any other documentation which may be deemed reasonably necessary in order to give enable the Indemnifying Party’s defense against such Third Party Claim and that may be available to the Indemnified Party. If the Indemnified Party is Parent, Parent shall also indicate whether it desires to assume the defense of such Third Party Claim (subject to paragraph (ii) below); (ii) Parent may, but shall not be obligated to, assume the defense of such Third Party Claim (for the avoidance of doubt, whether Parent is the Indemnified Party or the Indemnifying Party), by providing written notice to the Company within the earlier of (a) ten (10) days of receiving written notice of such Third Party Claim; or (b) before the expiration of the first two-thirds (2/3) of the term resulting from the applicable Laws to respond, appeal or oppose such Third Party Claim. Notwithstanding the foregoing, if Parent does not expressly elect to assume the defense of a Third Party Claim will not affect within such deadline, the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will Company shall have the right to assume the defense of such Third Party Claim. However, in the event of any Third Party Claim against a Company Indemnified Party for equitable or injunctive relief or with respect to potential criminal liability of a Company Indemnified Party, Parent shall not be entitled to assume the defense of such Third Party Claim for which it is obligated with respect to indemnify the Company Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party , and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will Company shall have the right to participateassume such defense with respect to the Company Indemnified Party. (iii) If Parent assumes the defense of any Third Party Claim under the terms of the paragraph (ii) above, at it shall not, without the prior written consent of the Company, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (a) involves a finding or admission of wrongdoing, fault, culpability or a failure to act by a Company Indemnified Party, (b) does not include an unconditional written release by the claimant or plaintiff from all liability in respect of such Third Party Claim or (c) imposes equitable remedies or any obligation on any Company Indemnified Party other than solely for the payment of monetary damages for which such Company Indemnified Party will be indemnified hereunder. If the Company assumes the defense of any Third Party Claim, the Company shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise any action or consent to the entry of any judgment. (iv) Without prejudice to the foregoing, any Indemnified Party shall retain the right to employ its own expense counsel and with counsel of its choice, to participate in the defense of any Third Party Claim (regardless of which party leads the defense pursuant to paragraph (iii) above), but such Indemnified Party shall bear and shall be solely responsible for the costs and expenses in connection with such participation, unless (x) the Indemnified Party receives the written opinion of counsel that has been assumed representation of such Indemnified Party and the Indemnifying Party by the same counsel presents a conflict of interest under applicable standards of professional conduct or (y) the Indemnified Party receives the written opinion of counsel that there may be legal defenses available to such Indemnified Party which are different from or in addition to the defenses available to the Indemnifying Party, and in the reasonable judgment of such counsel it is advisable for such Indemnified Party to employ separate counsel. 9.3.3. The parties agree that payments in respect of Losses shall be made by wire transfer of immediately available funds to one or more accounts designated for such purposes by the Indemnified Party. Consequently, in the event that any amounts are due and payable by the Indemnifying Party to one or more Indemnified Parties under the terms of this Section ‎9, the Indemnifying Party shall pay to each Indemnified Party a sum equal to the amount which, if received by such Indemnified Party, would be necessary to put such Indemnified Party into the financial position it would have had if no such Losses had been incurred or suffered by such Indemnified Party (including legal expenses). Neither Party will The Company shall have the obligation right to indemnify set off any amounts for which the other Party in connection with Company is entitled to indemnification hereunder against any settlement made without amounts payable by the Company or any member of the Company Group to Parent under Section ‎7. 9.3.4. Furthermore, if any indemnification payments pursuant to this Section ‎9 are taxable, the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of shall pay to the Indemnified Party without such additional amounts to ensure that the amount received by each Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution less taxes, is equal to the full amount of indemnification that would otherwise be payable pursuant to this Section ‎9. 9.3.5. The parties hereto expressly acknowledge and agree that the right to indemnity provided in this Section ‎9 shall be in addition to and not in derogation of any other liability which any Indemnifying Party in any particular case may have or of any other right to indemnity or contribution which any Indemnified Party may have by statute or otherwise at Law. 9.3.6. The indemnity provided in this Section ‎9 shall survive for a period of five (5) years following the termination or purported termination of, this Agreement. 9.3.7. Parent and the Company hereby acknowledge and agree that (i) Parent shall be responsible for any breaches of this Agreement by any member of the underlying Third Party ClaimParent Group and any Services Provider, and (ii) the Company shall be responsible for any breaches of this Agreement by any member of the Company Group, including any Sublicensees and Services Recipients. Parent and the Company hereby acknowledge and agree that (i) Parent may enforce any of the covenants in this Section ‎9 on behalf of itself and/or any of the Parent Indemnified Parties, and (ii) the Company may enforce any of the covenants in this Section ‎9 on behalf of itself and/or any member of the Company Group, including any Sublicensee or Services Recipient.

Indemnification Procedure. If either 6.4.1 Any Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) that may be indemnified pursuant to Sections 6.3 (the “Indemnified Party”), it will inform ) shall give prompt written notification to the other Party from whom indemnification is sought (the “Indemnifying Party”) of the assertion by a Third Party Claim giving rise to such of any Liabilities for which indemnification obligations within 15 days after receiving written notice of the Third Party Claim may be sought (it being understood and agreed, however, that the failure or delay by an the Indemnified Party to give such notice of a Third Party Claim will notification shall not affect relieve the Indemnifying Party’s Party of its indemnification obligations hereunder obligation under this Agreement except and only to the extent the that such Indemnifying Party will have been is actually and materially prejudiced as a result of such failure or delay to give noticesuch notification). The . 6.4.2 Within [*], the Indemnifying Party will have may, upon written notice thereof to the right to Indemnified Party, assume control of the defense of any such Third Party Claim for which it is obligated to indemnify Liabilities [*] and will consult with the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right respect to participate, at its own expense and with a possible conflict of interest of such counsel of its choice, in the defense of any Third Party that has been assumed retained by the Indemnifying Party. Neither If the Indemnifying Party will have does not assume control of such defense, the obligation to indemnify Indemnified Party shall control such defense at the other Party in connection with any settlement made without expense of the Indemnifying Party’s written consent, which consent will . 6.4.3 The Party not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayedcontrolling such defense may participate therein at its own expense. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) 6.3 or Section 12.2 (Indemnification by Zomedica) as 6.4 to any Third Party Claimclaim, then pending resolution of the dispute pursuant to Section 9.7, the Parties may conduct separate defenses of such Third Party Claimsclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) 6.3 or Section 12.2 (Indemnification by Zomedica), as applicable, 6.4 upon resolution of the underlying Third claim. 6.4.4 The Party Claimcontrolling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider in good faith recommendations made by the other Party with respect thereto. Such other Party shall provide such cooperation as may be reasonably requested by the Party controlling such defense in connection with or in furtherance of such defense. 6.4.5 The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld or delayed. The Indemnifying Party shall not agree to any settlement of such 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 or that imposes any Liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld or delayed.

Indemnification Procedure. If either Party is 9.3.1 Promptly after the party or parties seeking indemnification under Section 12.1 (Indemnification by Qorvo)each, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the an “Indemnified Party”)) learns of any event or circumstance, it will inform including, without limitation, any claim by a third party, that may give rise to indemnification hereunder, the other Indemnified Party shall deliver to the party from which indemnification is sought (the “Indemnifying Party”) a certificate (the “Certificate”). The Certificate shall: (a) state that the Indemnified Party has incurred or anticipates that it will incur Losses for which it is entitled to indemnification pursuant to this Agreement; and (b) specify in reasonable detail each individual item of Loss, the date such item was incurred or properly accrued, the basis for any anticipated Loss and the nature of the Third Party Claim giving misrepresentation, breach of warranty, breach of covenant or claim to which each such item is related, a description of any third-party claim that may give rise to such indemnification obligations within 15 days after receiving written notice a Loss, and the computation of the Third Party Claim amount to be indemnified (it being understood and agreed, however, that to the extent an amount can then be determined). Any failure or delay by an the Indemnified Party in delivering a Certificate to give such notice of a Third the Indemnifying Party Claim will shall not affect the Indemnified Party’s right to indemnification under this Agreement, except to only to the extent that the Indemnifying Party is prejudiced by such failure or delay. 9.3.2 In the event the Indemnifying Party objects to the indemnification claimed, the Indemnifying Party shall notify the Indemnified Party in writing sent within ten (10) Business Days of its receipt of the Certificate. The Indemnifying Party’s notice shall state in reasonable detail the basis for its objection. 9.3.3 With respect to any third-party claim for which indemnification obligations hereunder except to the extent is sought, the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to may, at its option, assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified PartyParty against such claim (including the employment of counsel and the payment of expenses). The Indemnified Party will cooperate with Until the Indemnifying Party and assumes the defense of the Indemnified Party against such claim, the Indemnified Party may undertake the defense, provided that the Indemnified Party may not compromise or settle such claim without the prior written consent of the Indemnifying Party’s insurer as , which consent may not be unreasonably withheld, conditioned or delayed; and, if such Indemnified Party is entitled to indemnification under this Article 9, all legal or other expenses reasonably incurred by the Indemnified Party until the defense is assumed by the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed shall be borne by the Indemnifying Party. Neither Any Indemnified Party will shall have the obligation CLE - 954721.6 - 28 - Execution Copy right to indemnify select and employ separate counsel in any such action or claim and to participate in the other Party in connection with any settlement made without defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party, except (a) to the extent expressly provided in the immediately preceding sentence, and (b) in the event any Buyer Indemnified Party is made a party to any litigation or arbitration with respect to any Assumed Contract and/or any of the litigation or claims disclosed on Schedule 4.7 and the defenses, counterclaims or third-party claims of Seller and such Buyer Indemnified Party(ies) are not so aligned that a joint defense could be made without compromise of counsel’s written consentloyalty to all of its clients, which consent will not be unreasonably withheld, conditioned, Seller shall reimburse such Buyer Indemnified Party(ies) for its costs and expenses to employ separate counsel in any such action or delayedclaim. The Indemnifying Party will shall not admit liability be liable to indemnify the Indemnified Party for any settlement or compromise of any such action or claim effected without the consent of the Indemnified Indemnifying Party, unless such consent was unreasonably withheld, conditioned or delayed. After any such claim has been filed or initiated, each party shall make available to the other and its attorneys, accountants and experts (subject to confidentiality restrictions or appropriate protective orders) all pertinent information under its control relating to such claim, and the parties agree to render to each other such assistance as they may reasonably require of each other in order to facilitate the proper and adequate defense of any such claim. If the Indemnifying Party assumes the defense of a third party claim, (i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Party’s prior written consent, consent (which consent will shall not unreasonably be withheld, conditioned or delayed) unless (A) there is no finding or admission in the compromise or settlement of any violation of law by or on behalf of the Indemnified Party, (B) the relief provided by the compromise or settlement is to be paid or satisfied in full by the Indemnifying Party, (C) the compromise or settlement includes, as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of such third party claim, and (D) if Buyer is an Indemnified Party, the compromise or settlement does not purport to amend, modify or terminate any Assumed Contract, and (ii) the Indemnified Party shall have no liability with respect to any compromise or settlement thereof affected without its consent. 9.3.4 To the extent the Indemnified Party is entitled to be paid or reimbursed its costs and expenses to participate in the defense of any claim for which it is entitled to be indemnified under this Section 9, the Indemnifying Party shall pay or reimburse such costs and expenses upon request of the Indemnified Party from time to time as such costs and expenses are incurred. The Indemnified Party shall include with its request for payment supporting documentation, provided, however, that the Indemnified Party shall not be unreasonably withheldobligated to disclose any material covered by attorney-client privilege. Within thirty (30) Business Days after the final determination (by judge or arbitrator, conditionedas the case may be) or settlement of the amount of any claims for Losses to be indemnified pursuant to this Agreement, the Indemnifying Party shall pay such determined or delayed. If the Parties cannot agree as settled amount to the application of Section 12.1 (Indemnification Indemnified Party by Qorvo) wire transfer to the bank account or Section 12.2 (Indemnification accounts designated in writing by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining Indemnified Party. Buyer shall also have the right to set-off from any installment of the Purchase Price and from any other payment due or to become due to Seller under this Agreement any Loss for which any Buyer Indemnified Party is entitled to be indemnified. 9.3.5 The amount of any Losses incurred by any Indemnified Party shall be reduced by (x) any amount actually received by such Person with respect to such claim pursuant to any applicable policy or policies of insurance held by such Person, except to the extent that such Person shall have assigned such proceeds to the Indemnifying Party; provided, however, that to the extent that an Indemnified Party receives any amount under any applicable policy or policies of insurance after the date such Indemnified Party has actually received full indemnification payment from an Indemnifying Party, the Indemnified Party shall promptly tender such amounts to the Indemnifying Party, and (y) the value of any Tax benefits actually realized by any Indemnified Party as a result of such Losses; provided, however, that to the extent that an Indemnified Party realizes such Tax benefits after receiving full payment from the other Indemnifying Party, the Indemnified Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica)shall promptly pay such amount to the Indemnifying Party. CLE - 954721.6 - 29 - Execution Copy 9.3.6 Except for the prohibitions on Seller pursuing claims against Buyer’s customers expressly set forth herein, as applicableto the extent that the Indemnifying Party discharges any claim for indemnification hereunder, upon resolution the Indemnifying Party shall be subrogated to all rights of the underlying Third Indemnified Party Claimagainst third parties.

Indemnification Procedure. (a) If either any Buyer Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is seeking indemnification not a Party to this Agreement or an Affiliate of a Party to this Agreement against such Buyer Indemnified Party with respect to the Specified Matters or under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement8.12(k) (the a “Indemnified PartyThird Party Claim”), it will inform the other Buyer Indemnified Party (shall give Sellers’ Representative reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of written notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve or limit Sellers of their indemnification obligations hereunder, except and only to the “Indemnifying Party”) extent that Sellers are actually and materially prejudiced or forfeit rights or defenses by reason of such failure. Such notice by the Buyer Indemnified Party shall describe the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim in reasonable detail (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent known), shall include copies of all material written evidence thereof (to the Indemnifying Party will have extent then provided to the Buyer Indemnified Party) and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been actually and materially prejudiced as a result or may be sustained by the Buyer Indemnified Party. Sellers’ Representative, on behalf of such failure or delay to give notice). The Indemnifying Party will Sellers, shall have the right to participate in, or by giving written notice to the Buyer Indemnified Party, assume the defense of any Third Party Claim at Sellers’ sole cost and expense and by counsel selected in Sellers’ Representative’s sole discretion so long as (i) Sellers’ Representative assumes the defense of such Third Party Claim for within 30 calendar days of receipt by Sellers’ Representative of notice of such Third Party Claim, (ii) if Sellers’ Representative assumes the defense of such Third Party Claim, Sellers’ Representative diligently prosecutes such defense, and (iii) with respect to a Third Party Claim related to Taxes, such Third Party Claim relates solely to Taxes in respect of which it is obligated to indemnify the Indemnified Party. The certain Sellers have an indemnification obligation under Section 8.12(k), and Buyer Indemnified Party will shall cooperate with in good faith in such defense. In the Indemnifying event that Sellers’ Representative, on behalf of Sellers, assumes the defense of any Third Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestClaim, and at the Indemnifying Party’s cost and expense. The Indemnified Party will subject to Section 9.3(b) it shall have the right to participatetake such action as it deems reasonably necessary to dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Buyer Indemnified Party and the Buyer Indemnified Party shall have the right, at its own expense sole cost and with counsel of its choiceexpense, to participate in the defense of any Third Party Claim with counsel selected by it subject to Sellers’ Representative’s right to control the defense thereof. If Sellers’ Representative chooses not to assume the defense of any Third Party Claim or fails to diligently prosecute the defense of any Third Party Claim for which it has assumed defense, the Buyer Indemnified Party shall assume the defense of such Third Party Claim; provided that has been assumed Sellers’ Representative shall retain the right to participate in such defense (including with counsel selected by it) at its sole cost and expense. The party controlling such defense shall keep the other party reasonably advised of the status of such Third Party Claim (including promptly providing copies of any correspondence to or from any third party, memos and written opinions of counsel and other material information) and consult with the other party in respect of the defense thereof, and shall consider in good faith any recommendations reasonably made by the Indemnifying Partyother party with respect thereto. Neither Party will have the obligation to indemnify the The parties shall cooperate with each other Party in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. The Buyer Indemnified Parties and Sellers’ Representative shall use commercially reasonable efforts to avoid production of confidential information (consistent with applicable Law), and to cause all communications among employees, counsel and others representing any party to a Third Party Claim to be made so as to preserve any applicable attorney-client or work-product privileges. Notwithstanding anything to the contrary in this Article IX, in no event shall Sellers be responsible for the fees and expenses of more than one counsel for all Buyer Indemnified Parties. The Parties agree that, upon the Closing, the Specified Matters constitute Third Party Claims that have been previously notified to the Sellers and as to which the Sellers have declined their right to assume the defense of either such matter; provided, that the Buyer Indemnified Parties shall not enter into any settlement made of the Specified Matters without the Indemnifying Party’s prior written consent, consent of Sellers’ Representative (which consent will shall not be unreasonably withheld, conditioned or delayed). (b) Notwithstanding any other provision of this Agreement, Sellers’ Representative shall not enter into any settlement of any Third Party Claim without the prior written consent of the Buyer Indemnified Party (which consent shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability ) unless the terms of such settlement provide for the unconditional release of the claims that are the subject of such Action in favor of the applicable Buyer Indemnified Parties and do not include any criminal penalties or non-monetary remedies. Subject to Sellers’ Representative’s consent right in respect of the settlement of the Specified Matters set forth in the last sentence of Section 9.3(a), if the Buyer Indemnified Party has assumed the defense of a Third Party Claim pursuant to Section 9.3(a), such Buyer Indemnified Party shall not enter into any settlement of any Third Party Claim without the Indemnified Party’s prior written consent, consent of Sellers’ Representative (which consent will shall not be unreasonably withheld, conditioned, or delayed. If ) unless the Parties canterms of such settlement provide for the unconditional release of the claims that are the subject of such Action in favor of each Group Company, ZMC Blocker, each Management Holdco, the former direct and indirect equityholders, directors, officers, and employees of each Group Company, ZMC Blocker and each Management Holdco, and each of the foregoing’s respective Affiliates, and do not agree as include any criminal penalties or non-monetary remedies. (c) Any Action by a Buyer Indemnified Party on account of Losses related to the application Specified Matters which does not result from a Third Party Claim (a “Direct Claim”) shall be asserted by the Buyer Indemnified Party giving Sellers’ Representative reasonably prompt written notice thereof, but in any event not later than 30 days after the Buyer Indemnified Party becomes aware of Section 12.1 such Direct Claim. The failure to give such prompt written notice shall not, however, relieve Sellers of their indemnification obligations, except and only to the extent that Sellers are actually and materially prejudiced or forfeit rights or defenses by reason of such failure. Such notice by the Buyer Indemnified Party shall describe the Direct Claim in reasonable detail, including a reasonable description of the Direct Claim, and shall include copies of all material written evidence thereof, the amount of Losses that have been sustained by the Buyer Indemnified Party (Indemnification together with evidence thereof), and the estimated amount, if and to the extent reasonably calculable based on information then known, of the additional Losses that may be sustained by Qorvo) the Buyer Indemnified Party, provided, that the failure to provide such estimated Losses or Section 12.2 any inaccuracy in such estimate contained in any notice of Direct Claim shall not abridge or impair the Buyer Indemnified Party’s right to thereafter seek indemnification for such Losses when they become known. Sellers’ Representative shall have 45 days after its receipt of such notice to respond in writing to such Direct Claim. The Buyer Indemnified Party shall allow Sellers’ Representative and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Buyer Indemnified Party shall assist Sellers’ Representative’s investigation by giving such reasonable information and assistance (Indemnification by Zomedicaincluding access to the Group Company’s or its Affiliates’ premises and personnel during normal business hours and the right to examine and copy any accounts, documents or records related to the Direct Claim) as Sellers’ Representative or any of its professional advisors may reasonably request and provided that such access shall not unreasonably interfere with the Group Company’s or its Affiliates business and operations. If, within such 45-day period after Sellers’ Representative’s receipt of notice of a Direct Claim, Sellers’ Representative delivers to any Third the Buyer Indemnified Party a written response contesting that the Buyer Indemnified Party is entitled to receive the amounts claimed as Losses by the Buyer Indemnified Party in its notice of a Direct Claim, then for the Parties may conduct separate defenses 30 days thereafter, Sellers’ Representative and the Buyer Indemnified Party shall use good faith efforts to resolve such Direct Claim without recourse to litigation. If such Direct Claim is not resolved within 30 days following the delivery by Sellers’ Representative of such Third contest notice, Sellers’ Representative and the Buyer Indemnified Party Claimsshall each be free to pursue such remedies as may be available to them on the terms of and subject to the provisions of this Agreement. If Sellers’ Representative does not respond to a notice of Direct Claim within such 45-day period, Sellers’ Representative shall be deemed to have accepted such claim. Sellers shall satisfy their obligations under Section 9.2 with each Party retaining respect to Losses claimed as a result of a Direct Claim within 15 Business Days following the right date upon which a Loss is (x) agreed to claim indemnification from the other Party in accordance with Section 12.1 by Sellers’ Representative or (Indemnification by Qorvoy) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimfinally adjudicated to be payable pursuant to this Article IX.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under Section 12.1 that it may claim in accordance with this Article VI, except as otherwise provided in Sections 6.01 and 6.02. (Indemnification by Qorvo)b) Promptly after any Southcross Related Party or Purchaser Related Party (hereinafter, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each, a “Third Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) written notice of the such Third Party Claim giving rise but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it may have to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third Party Claim to give notice)the extent then known. The Indemnifying Party will shall have the right to assume defend and settle, at its own expense and by its own counsel, any such matter as long as the defense of any Indemnifying Party pursues the same diligently and in good faith. If the Indemnifying Party undertakes to defend or settle such Third Party Claim for which Claim, it is obligated to indemnify shall promptly, and in no event later than five (5) days, notify the Indemnified Party. The Party of its intention to do so, and the Indemnified Party will shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and/or the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within ten (10) Business Days of when the Indemnified Party provides written consentnotice of a Third Party Claim, which consent will not be unreasonably withheld, conditionedfailed (y) to assume the defense or settlement of such Third Party Claim and employ counsel and (z) notify the Indemnified Party of such assumption, or delayed. The (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party will not admit liability and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party without reasonably may be deemed to conflict with the Indemnified interests of the Indemnifying Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Indemnified Party Claims, with each Party retaining shall have the right to claim indemnification from select a separate counsel and to assume such settlement or legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other Party in accordance with Section 12.1 (Indemnification expenses related to such participation to be reimbursed by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.the

Indemnification Procedure. If either (a) The Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) this Article XI (the “Indemnified Party”), it will inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice Claim, or the commencement of the Third Party Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this Article XI; provided that the failure or delay by of an Indemnified Party to give such notice of promptly notify the Indemnifying Party on a Third Party Claim timely basis will not affect relieve the Indemnifying Party’s indemnification obligations hereunder except Party of any liability that it may have to the Indemnified Party unless and to the extent the Indemnifying Party will have been actually and demonstrates that it is materially prejudiced as by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a result written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such failure or delay to give notice)Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party will Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Alvogen shall be entitled to assume and control (subject to Pfenex having the right to participate and comment) the defense of Third Party Claims relating to clause (f) of Section 11.2 and clause (f) of Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or (B) the Indemnifying Party has failed to assume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (II) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for which it is obligated to indemnify any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party. The Indemnified , and assume and control the defense of such Third Party will cooperate with Claim, and the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense employ counsel separate from counsel employed by the Indemnified Party in any such action and with counsel of its choice, to participate in the defense thereof, but the fees and expenses of any Third such counsel employed by the Indemnifying Party that has been assumed by shall be at the expense of the Indemnifying Party. Neither The Indemnifying Party will shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent will shall not be unreasonably withheld, delayed or conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either (a) Promptly upon receipt by an Indemnified Party is seeking indemnification under Section 12.1 of a notice of the commencement of an indemnifiable claim hereunder filed by a third party or of circumstances leading such Indemnified Party to believe that an indemnifiable claim may be filed by any person against the Indemnified Party (Indemnification by Qorvoany such claims, a “Third Party Claim”), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) the Indemnified Party shall give written notice of such claim (the “Indemnified PartyNotice of Claim”), it will inform ) to the other relevant Indemnifying Party pursuant to Section 13.1. or Section 13.2. (the “Indemnifying Party”) ). The Notice of Claim shall contain a detailed description of the Third Party Claim giving rise and all the information and documentation available in connection therewith. Failure to promptly give the Notice of Claim or deliver the relevant information and documentation shall not affect the indemnity obligations established in this Section 13, unless the Indemnifying Party were adversely affected by such indemnification obligations within 15 days after receiving written notice failure. (b) The Indemnifying Party shall be entitled to assume control of the defense and appoint counsel; providing, however, that the Indemnifying Party shall not be entitled to assume control of the defense of a Third Party Claim (x) if it does not previously agree, in writing, to assume its indemnity obligation and hold the Indemnified Party totally harmless from any Loss arising from the Third Party Claim; (y) if the purpose of the Third Party Claim is to obtain a court order to do or not to do something, a declaratory judgment or any other non-financial injunction against the Indemnified Party, that, if granted, would adversely affect the business, assets, financial condition or results of the operations of the Indemnified Party; or (it being understood z) if the parties to any such actions or proceedings (including any summoned third party) include both the Indemnified Party and agreedthe Indemnifying Party, howeverand the Indemnified Party has been informed in writing, that the failure or delay by an attorney-at-law (with copy to the Indemnifying Party) that one or more different or additional legal remedies are available other than those available to the Indemnifying Party; providing that to exercise such rights, the Indemnifying Party shall give notice to the Indemnified Party of its decision to assume control of the defense and appoint counsel no later than the first to occur of: (1) five (5) Business Days before the expiration of any procedural or administrative term available to the Indemnified Party or (2) thirty (30) days after receipt of the Notice of Claim. In the event of failure by the Indemnifying Party to give such notice within the above mentioned term or application of a Third any of the provisos described in item (x) or (y) above, the Indemnified Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right shall be entitled to assume control of the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate defense, with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed costs borne by the Indemnifying Party. Neither Before receiving an answer from the Indemnifying Party, the Indemnified Party will have shall be entitled to adopt any measure or file any paper that may be necessary or convenient to protect its interests or those of the obligation Indemnifying Party, to indemnify the other Party in connection with any settlement made without extent not damaging to the Indemnifying Party. The Parties expressly agree that the Indemnifying Party’s being summoned and the exercise by the Indemnified Party of the other rights contemplated herein shall not be considered damaging to the Indemnifying Party. (c) If the Indemnifying Party assumes control of the defense of the Third Party Claim in accordance with the provisions of this Section 13.3., the Indemnifying Party shall obtain the prior written consent, consent of the Indemnified Party (which consent will shall not be unreasonably withheld, conditioneddelayed or subject to any condition) before executing any settlement agreement, arrangement, admission or delayed. The Indemnifying Party will not admit liability acknowledgement of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application validity of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any such Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica)if, as applicable, upon resolution of a consequence thereof the underlying Indemnified Party is not unconditionally released from its liabilities and obligations in connection with said Third Party Claim, or the agreement imposes any obligation to the Indemnified Party. (d) Each Party shall cooperate and ensure that its Affiliates cooperate in the defense or prosecution of any Third Party Claim and provide or ensure the provision of any record, document, information and testimony (subject to any Confidentiality Agreement), and shall attend hearings, offerings of evidence, trials or appeals if reasonably required to do so.

Indemnification Procedure. If either 12.3.1 Any BeiGene Indemnified Party is or Zymeworks Indemnified Party seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party against whom indemnification is sought (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of any Claim in respect of which the Third Indemnified Party Claim giving rise intends to such base a claim for indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedhereunder, however, that but the failure or delay by an so to 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 give the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. 12.3.2 Subject to the provisions of Section 12.3.3 below, the Indemnifying Party shall have the right, upon providing notice to the Indemnified Party of a Third its intent to do so within thirty (30) days after receipt of the notice from the Indemnified Party Claim will not affect of any Claim, to assume the defense and handling of such Claim, at the Indemnifying Party’s indemnification obligations hereunder except sole expense. 12.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the extent Indemnified Party in connection with conducting the defense and handling of such Claim, and the Indemnifying Party will have been actually shall defend or handle the same in consultation with the Indemnified Party, and materially prejudiced as a result shall keep the Indemnified Party timely apprised of the status of such failure or delay to give notice)Claim. The Indemnifying Party will have shall not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Third Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party Party, at the request and expense of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at shall be entitled to participate in the Indemnifying Party’s cost defense and expense. The Indemnified Party will have the right to participate, handling of such Claim with its own counsel and at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimexpense.

Indemnification Procedure. If either (a) The Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) this Article XI (the “Indemnified Party”), it will inform ) agrees to give prompt written notice (the other “Indemnification Notice”) to the Party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice Claim, or the commencement of the Third Party Claim (it being understood and agreed, however, any proceeding in respect of which indemnity may be sought under this Article XI; provided that the failure or delay by of an Indemnified Party to give such notice of promptly notify the Indemnifying Party on a Third Party Claim timely basis will not affect relieve the Indemnifying Party’s indemnification obligations hereunder except Party of any liability that it may have to [***]Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. the Indemnified Party unless and to the extent the Indemnifying Party will have been actually and demonstrates that it is materially prejudiced as by the Indemnified Party’s failure to give timely notice. (b) If the Indemnifying Party does not object to any claim or claims made in the Indemnification Notice in a result written objection (the “Indemnification Objection”) prior to the expiration of twenty (20) Business Days from the Indemnifying Party’s receipt of the Indemnification Notice, the Indemnifying Party shall be deemed not to object to the information contained within the Indemnification Notice. If the Indemnifying Party delivers an Indemnification Objection within such twenty (20) Business Day period, the Indemnifying Party and the Indemnified Party shall attempt in good faith to resolve the dispute for twenty (20) Business Days after the Indemnifying Party’s receipt of such failure or delay to give notice)Indemnification Objection. If no resolution is reached, the dispute shall be resolved in accordance with the provisions of Section 12.4 and Section 12.5. (c) The Indemnifying Party, if it so elects, may assume and control the defense of a Third Party will Claim at the Indemnifying Party’s expense and shall consult with the Indemnified Party with respect thereto, including the employment of counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not have the right to assume control of such defense if the claim that the Indemnifying Party seeks to assume control of (i) seeks material non-monetary relief, or (ii) involves criminal or quasi-criminal allegations; provided further that Alvogen shall be entitled to assume and control (subject to Pfenex having the right to participate and comment) the defense of Third Party Claims relating to clause (f) of Section 11.2 and clause (f) of Section 11.1) as if it was the Indemnifying Party for such claim. If the Indemnifying Party is permitted to assume and control the defense of a Third Party Claim and elects to do so, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (A) the Indemnifying Party has specifically agreed in writing otherwise, or (B) the Indemnifying Party has failed to assume the defense and employ counsel (in which case the fees and expenses of the Indemnified Party’s counsel shall be paid by the Indemnifying Party if the Indemnifying Party otherwise has an obligation to indemnify the Indemnified Party for the related Third Party Claim). If the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with the terms hereof, the Indemnifying Party may not enter into a settlement or consent to any judgment without the prior written consent of the Indemnified Party unless (I) such settlement or judgment involves monetary damages only, all of which will be paid, without limitation, by the Indemnifying Party, and no admission of fault or culpability on behalf of any Indemnified Party, and (II) a term of the settlement or judgment is that the Person or Persons asserting such claim unconditionally and irrevocably release all Indemnified Parties from all liability with respect to such claim; otherwise, the consent of the Indemnified Party shall be required in order to enter into any settlement of, or consent to the entry of a judgment with respect to, any claim (which consent shall not be unreasonably withhold, delayed or conditioned). If the Indemnifying Party does not assume or is not controlling the defense of a Third Party Claim for which it is obligated to indemnify any reason, then the Indemnified Party may retain counsel of its own choosing, at the expense of the Indemnifying Party. The Indemnified , and assume and control the defense of such Third Party will cooperate with Claim, and the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense employ counsel separate from counsel employed by the Indemnified Party in any such action and with counsel of its choice, to participate in the defense of any Third Party that thereof, but the fees and [***]Certain confidential information contained in this document, marked by brackets, has been assumed omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. expenses of such counsel employed by the Indemnifying Party shall be at the expense of the Indemnifying Party. Neither The Indemnifying Party will shall have no obligations with respect to any Losses resulting from the obligation to indemnify the Indemnified Party’s admission, settlement or other Party in connection with any settlement made communication without the prior written consent of the Indemnifying Party’s written consent, Party (which consent will shall not be unreasonably withheld, delayed or conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either In the event of any Third Party is seeking indemnification under Section 12.1 Claim against any Licensee Indemnitee or ▇▇▇▇▇ Indemnitee (Indemnification by Qorvo)respectively, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the individually, an “Indemnified PartyIndemnitee”), it will inform the indemnified Party shall promptly notify the other Party (in writing of the “Indemnifying Party”) claim and the indemnifying Party shall manage and control, at its sole expense, the investigation and defense of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, its settlement; provided that the failure or delay by an Indemnified to so notify promptly shall not relieve the indemnifying Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification its obligations hereunder under this Section 10.5 except to the extent of the Indemnifying actual prejudice suffered by such Party will have been actually and materially prejudiced as a result of such failure or delay to give notice)failure. The Indemnifying Indemnitee shall reasonably cooperate with the indemnifying Party will and may, at its option and expense, be represented in any such action or proceeding by counsel of its choosing. The indemnifying Party shall not be liable for any settlements or voluntary dispositions of any Third Party Claim entered into by any Indemnitee without the indemnifying Party’s written authorization, such authorization not to be unreasonably withheld. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Section 10.5.1 or Section 10.5.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to assume the defense of be represented in any such Third action or proceeding by separate counsel at their expense; provided that the indemnifying Party Claim shall be responsible for which it is obligated payment of such expenses if the Indemnitees are ultimately determined to indemnify be entitled to indemnification from the Indemnified indemnifying Party. The Indemnified indemnifying Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right shall be free to participate, at its own expense and with counsel of its choice, in the defense settle or enter into any voluntary disposition of any Third Party Claims subject to indemnification by it hereunder, except for any such settlement or voluntary disposition that has been assumed by adversely affects any Licensed Intellectual Property or imposes non-indemnified liability or admits fault or wrongdoing on the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with part of any settlement made without the Indemnifying Party’s written consentIndemnitee, which will require the consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedicaapplicable Indemnitee(s), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either Party is seeking indemnification under Section Sections 12.1 (Indemnification by Qorvo), Section or 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will shall inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to the obligation to indemnify pursuant to such indemnification obligations Section within 15 days *** after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will shall not affect the Indemnifying Party’s indemnification obligations provided hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party Claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, withheld or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then pending resolution of the dispute pursuant to Section 13.6(b), the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either Party is seeking (a) Any Person entitled to indemnification under pursuant to Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) 8.2 or Section 12.3 8.3, including, any claim by a Person described in Section 8.7 (Indemnification for Infringement) (the an “Indemnified Party”), it will inform which might give rise to indemnification hereunder, shall deliver to the other Party from which indemnification is sought (the “Indemnifying Party”) a certificate (a “Claim Certificate”), which Claim Certificate shall: (i) state that the Indemnified Party will incur liability for, or has otherwise suffered, as the case may be, Losses for which such Indemnified Party believes it is entitled to indemnification pursuant to this Agreement; and (ii) to the extent known by the Indemnified Party specify in reasonable detail each individual item of Loss included in the Third Party Claim giving rise to amount so stated, the date such indemnification obligations within 15 days after receiving written notice of item should be paid, the Third Party Claim (it being understood and agreedbasis for any anticipated Losses; provided, however, that in no event shall any Indemnified Parties failure to so specify limit its rights to indemnification hereunder. (b) In the failure or delay by event that the Indemnifying Party shall object to the indemnification of an Indemnified Party to give such notice in respect of any claim or claims specified in any Claim Certificate (other than a Third Party Claim will not affect Claim, which is addressed in Section 8.7), the Indemnifying Party’s indemnification obligations hereunder except Party shall, within thirty (30) days after receipt by the Indemnifying Party of such Claim Certificate, deliver to the Indemnified Party a notice to such effect, specifying in reasonable detail the basis for such objection. In this case, the Indemnified Party shall be permitted to submit such dispute to arbitration as set forth in Section 10.9. (c) Claims for Losses specified in any Claim Certificate to which an Indemnifying Party shall not object in writing within thirty (30) days of receipt of such Claim Certificate (other than a Third Party Claim, which is addressed in Section 8.7) and claims for Losses the validity and amount of which have been finally determined in accordance with this Agreement hereof or shall have been settled as described in Section 8.7, are hereinafter referred to, collectively, as “Agreed Claims”. Within ten (10) Business Days of the determination of the amount of any Agreed Claim, if the Indemnified Party is (i) any Seller Indemnitee, Primary Purchaser shall pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by the Indemnified Party in a notice to the Indemnifying Party not less than two (2) Business Days prior to such payment, or (ii) any Purchaser Indemnitee, (A) the Primary Parties shall execute and deliver to the escrow agent in terms of the Escrow Agreement a joint written instruction instructing the escrow agent to pay to the Indemnified Party an amount equal to the Agreed Claim by wire transfer in immediately available funds to the bank account or accounts designated by Primary Purchaser in such joint written instruction and (B) to the extent the Indemnifying Party will have been actually amount of the Agreed Claims exceeds the then-remaining Indemnification Escrow Funds and materially prejudiced as a result such excess may be attributable to any of such failure or delay Sellers Indemnification obligations other than pursuant to give noticeSection 8.2(i). The Indemnifying Party will have , then the right Primary Seller on behalf of Sellers shall pay to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as an amount equal to such excess amount by wire transfer in immediately available funds to the application of Section 12.1 (Indemnification bank account or accounts designated by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party ClaimPrimary Purchaser.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a Third-Party Claim may be asserted by notice to the party from whom indemnification is seeking sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification under which it may claim in accordance with this Article IV, except as otherwise provided in Section 12.1 4.1 and Section 4.2. (Indemnification by Qorvo)b) Promptly after any Company Related Party or Purchaser Related Party (hereinafter, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third-Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of such Third-Party Claim, but failure to so notify the Third Indemnifying Party Claim (will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third-Party Claim to give notice)the extent then known. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party will of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within ten (10) business days of when the Indemnified Party provides written consentnotice of a Third-Party Claim, which consent will not be unreasonably withheld, conditioned, failed (1) to assume the defense or delayed. The employ counsel reasonably acceptable to the Indemnified Party or (2) to notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party will not admit liability and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party’s prior written consent, which consent will unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies set forth in this ARTICLE IV are cumulative and are not exclusive of any remedies that may be unreasonably withheld, conditioned, available to a party at law or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) in equity or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimotherwise.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 Each Party, as an indemnifying party (Indemnification by Qorvoan “Indemnifying Party”), Section 12.2 shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (Indemnification by Zomedicai) that imposes any restrictions or Section 12.3 obligations on the indemnified party (Indemnification for Infringement) (the an “Indemnified Party”)) or, it will inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect if Licensee is the Indemnifying Party, on Licensor’s indemnification obligations hereunder except licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Licensee is the Indemnifying Party, that grants any rights to the extent Licensed Technology or Licensed Products other than those Licensee has the right to grant under this Agreement without Licensor’s prior written consent, or (iii) if Licensor is the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay Party, that grants any rights that are inconsistent with those granted to give notice)Licensee under this Agreement without Licensee’s prior written consent. The Indemnifying Party will have shall be permitted to control any *** Confidential Treatment Requested *** litigation or potential litigation involving the right defense of any claim subject to indemnification pursuant to this Section 8.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. If an Indemnifying Party fails or declines to assume the defense of any such Third Party Claim for which it is obligated to indemnify claim or action within […***…] after notice thereof, the Indemnified Party. The Indemnified Party will cooperate with may assume the Indemnifying Party defense of such claim or action at the cost and risk of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by Liabilities related thereto shall be conclusively deemed a Third Party Liability of the Indemnifying Party. Neither The indemnification rights of a Indemnified Party will contained in this Agreement are in addition to all other rights which such Indemnified Party may have the obligation to indemnify the other Party at law or in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, equity or delayedotherwise. The Indemnifying Party will not admit liability pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party without for all documented Third Party Liabilities incident to the Indemnified defense or negotiation of any such claim within […***…] after the Indemnifying Party’s prior written consentreceipt of invoices for such fees, which consent will not be unreasonably withheldexpenses, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimand charges.

Indemnification Procedure. If either Party is 12.4.1 Any party seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “"Indemnified Party”), it will inform the ") from any other Party party (the “"Indemnifying Party”") with respect to any claim, demand, action, proceeding or other matter pursuant to this Section 12 ---------- (the "Claim") shall promptly give written notice to the Indemnifying Party of the Third 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, provided that the failure to give such prompt notice shall not waive or otherwise affect the rights of any Indemnified Party Claim giving except to the extent that the rights of the Indemnified Party shall have been damaged thereby. 12.4.2 If any third party shall notify any Indemnified Party with respect to any matter which may give rise to such a Claim for indemnification obligations within 15 days after receiving against the Indemnifying Party under this Agreement, then the Indemnified Party shall promptly give written notice of the Third Party Claim (it being understood and agreedthereof to each Indemnifying Party; provided, however, that no delay on the failure or delay by an part of the -------- ------- Indemnified Party to give such notice of a Third in notifying any Indemnifying Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent shall relieve the Indemnifying Party will have been actually from any Liability or obligation hereunder unless (and materially prejudiced as a result of then solely to the extent) the Indemnifying Party thereby is damaged by such failure or delay to give notice). The At any time, the Indemnifying Party will have the right to may, at its expense, assume the defense of any such Third matter. In the event that any Indemnifying Party Claim for which notifies the Indemnified Party that it is obligated to indemnify assuming the Indemnified Party. The Indemnified Party will cooperate with defense thereof: (A) the Indemnifying Party and will defend the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have against the right to participate, at its own expense and matter with counsel of its choice, in ; (B) the defense of any Third Indemnified Party that has been assumed by may retain separate co- counsel at its sole cost and expense; and (C) the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Indemnified Party will not admit liability consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably). 12.4.3 Until an Indemnifying Party notifies the Indemnified Party without that the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If Indemnifying Party is assuming the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claimdefense thereof, then the Parties Indemnified Party may conduct separate defenses defend against the matter in any manner it reasonably may deem appropriate, without prejudice to any of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits rights hereunder.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) In respect of the Third Party Claim giving rise to such indemnification Claims, the obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually under this Section 11.4 shall be governed by and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have contingent upon the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as following: 11.4.1 At its option, the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel assume control of its choice, in the defense of any Third Party Claim (which, for the avoidance of doubt, shall include the conduct of all dealings with such Third Party) by giving notice to the Indemnified Party within [***] days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of control of the defense of a Third Party Claim by the Indemnifying Party shall not be construed as an acknowledgement that has been assumed the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. 11.4.2 Upon the assumption of the control of the defense of a Third Party Claim by the Indemnifying Party: 11.4.2.1 subject to the provisions of Section 11.4.3, it shall have the right to and shall assume sole control and responsibility for dealing with the Third Party and the Third Party Claim, including the right to settle the claim on any terms the Indemnifying Party chooses, but at all times in accordance with the provisions of Sections 11.4.3 and 11.4.3.1; 11.4.2.2 if it chooses, the Indemnifying Party may appoint as counsel in the defense of the Third Party Claim any law firm or counsel selected by the Indemnifying Party; and 11.4.2.3 except as expressly provided in Section 11.4.3, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party or any Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim. Neither In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including lawyers’ fees and costs of suit) in its defense of the Third Party Claim with respect to such Indemnified Party or Indemnitee. 11.4.3 Without limiting the remainder of this Section 11.4, any Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose, provided that such retention shall be at the Indemnitee’s own cost and expense unless (i) the Indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 11.4.1 (in which case the Indemnified Party shall control the defense), or (ii) the interests of the Indemnitee and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under any legal requirement, ethical rules or equitable principles. 11.4.3.1 With respect to any judgements or settlements relating solely to the payment of money to the Third Party to settle the Third Party Claim and that will not result in the Indemnified Party or the Indemnitee becoming subject to injunctive relief, and as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the other Indemnitee under Section 11.4.1, the Indemnifying Party in connection with shall have authority to consent to the entry of any judgment, enter into any settlement made or otherwise dispose of such a. With respect to all other judgments or settlements or where the Indemnified Party will be subject to injunctive relief, where the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with Section 11.4.1, the Indemnifying Party must not consent to the entry of any judgment or enter into any settlement, unless it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). 11.4.3.2 If the Indemnifying Party chooses not to take control of the defense or prosecute any Third Party Claim, the Indemnified Party shall retain control of the defense thereof, but no Indemnified Party or Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the Indemnifying Party’s , which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not be liable for any settlement by an Indemnified Party or an Indemnitee under such a Third Party Claim that is reached without the written consentconsent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned, conditioned or delayed. The . 11.4.3.3 If the Indemnifying Party will not admit liability chooses to control the defense of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties Indemnified Party shall, and shall cause each other Indemnitee to, reasonably cooperate in the defense thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may conduct separate defenses of be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party ClaimsClaim, with each Party retaining and making the right Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to claim indemnification from provide additional information and explanation of any records or information, to the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of extent the underlying Third Party ClaimClaim is subject to indemnification hereunder.

Indemnification Procedure. If either (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee or Array Indemnitee shall be made solely by Novartis or Array, respectively. (b) A Party is seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall 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 (“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 Third 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 Claim giving rise shall furnish promptly to the Indemnifying Party copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such indemnification obligations Claim. (c) Subject to the provisions of subsections (d) and (e) below, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within 15 thirty (30) days after receiving 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 subsection (d) 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 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 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 its defense of the Claim. If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the Third Indemnification Claim Notice, of the Indemnifying Party’s election to assume the defense and handling of such Claim, the provisions of subsection (e) below shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party 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 connection with conducting the defense and handling of such Claim any law firm or counsel reasonably selected by the Indemnifying Party; (it being understood iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of such Claim; and agreed(iv) the Indemnifying Party shall have the right to settle the Claim on any terms the Indemnifying Party chooses; provided, however, that it shall not, without the failure prior written consent of the Indemnified Party, agree to a settlement of any Claim which could lead to liability or delay by an create any financial or other obligation on the part of the Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have the right to assume the defense of any such Third Party Claim for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and shall be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in subsection (c) 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either All claims for indemnification by any Indemnified Party under Article IX 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 Article IX is seeking indemnification under Section 12.1 asserted against or sought to be collected from such Indemnified Party by a Person other than the Sellers, the Company, Buyer or any Affiliate of the Company or Buyer (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the a “Indemnified PartyThird Party Claim”), it will inform the other Indemnified Party (shall deliver 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 will 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 irreparably prejudiced by such failure of the Indemnified Party. The Indemnifying Party will notify the Indemnified Party as soon as practicable within the thirty (30) days following receipt by the Indemnifying Party of a Claim Notice whether the Indemnifying Party disputes its liability to the Indemnified Party under Article IX 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 thirty (30) days (or such shorter period of time as may be necessitated by the nature of the Third Party Claim giving rise and specified in the Claim Notice) following receipt by the Indemnifying Party of a Claim Notice that the Indemnifying Party desires to such indemnification obligations within 15 days after receiving written notice of defend the Indemnified Party with respect to the Third Party Claim pursuant to this Section 9.5(a) (which it being understood may do only if it, based solely on the facts and agreedcircumstances set forth in the Claim Notice, however, that acknowledges responsibility to provide indemnification in accordance with the failure or delay by an Indemnified Party to give provisions of this Article IX in connection with such notice of a Third Party Claim will Claim; provided that such acknowledgement shall not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent preclude the Indemnifying Party will have been actually and materially prejudiced as from later asserting a result defense that it is not obligated to provide indemnification in accordance with the provisions of this Article IX in the event additional facts become known after such failure or delay to give noticeacknowledgement). The , then the Indemnifying Party will have the right to assume defend, with counsel reasonably satisfactory to the defense Indemnified Party, at the sole cost and expense of any the Indemnifying Party, such Third Party Claim for by all appropriate proceedings, which it is obligated proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to indemnify a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, in the case of any settlement that (i) relates to Taxes or delayed(ii) provides for any relief other than the payment of monetary damages as to which the Indemnified Party will be indemnified from the Escrow Fund). The Indemnifying Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party’s delivery of the notice referred to 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 be necessary or appropriate to protect its interests; and provided further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the 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 retain separate counsel to represent it in, but not admit liability control, any defense or settlement of any Third Party Claim controlled by the Indemnifying Party pursuant to this clause (i), and the Indemnified Party will bear its own costs and expenses with respect to such separate counsel, except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if (x) in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be represented by separate counsel because a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party or (y) the named parties to such Third Party Claim include both the Indemnifying Party and the Indemnified Party and the Indemnified Party determines in good faith, based on advice of counsel, that defenses are available to it that are unavailable to the Indemnifying Party. Notwithstanding the foregoing, the Indemnified Party may retain or take over the control of the defense or settlement of any Third Party Claim the defense of which the Indemnifying Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Article IX with respect to such Third Party Claim. (ii) If (x) the Indemnifying Party fails to notify the Indemnified Party within the thirty (30) days following receipt by the Indemnifying Party of a Claim Notice that the Indemnifying Party desires to defend the Third Party Claim pursuant to Section 9.5(a), (y) if the Indemnifying Party gives such notice but fails to defend vigorously and diligently the Third Party Claim or (z) (A) the Third Party Claim relates to or arises in connection with an action, suit, proceeding or claim that is criminal in nature or being brought by a Governmental Entity, (B) the Third Party Claim seeks an injunction restricting the conduct of the Company’s business, (C) the Third Party Claim has a reasonable likelihood of resulting in Damages that would exceed the remaining balance of the Escrow Fund or (D) the Third Party Claim involves as a claimant a material customer, client or supplier of the Company, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the Third Party Claim by all appropriate proceedings, which proceedings will be prosecuted by the Indemnified Party in good faith or will be settled at the discretion of the Indemnified Party without (with the Indemnified consent of the Indemnifying Party’s prior written consent, which consent will not be unreasonably withheld). The Indemnified Party will have full control of such defense and proceedings, conditionedincluding (except as provided in the immediately preceding sentence) any settlement thereof; provided, or delayed. If however, that if requested by the Parties cannot agree as Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the application of Section 12.1 Indemnified Party and its counsel in contesting any Third Party Claim which the Indemnified Party is contesting. (Indemnification by Qorvob) or Section 12.2 (Indemnification by Zomedica) as to In the event any Indemnified Party should have a claim under Article IX against any Indemnifying Party that does not involve a Third Party Claim, then the Parties may conduct separate defenses Indemnified Party shall deliver an Indemnity Notice with reasonable promptness to the Indemnifying Party. The failure by any Indemnified Party to give the Indemnity Notice shall not impair such party’s rights hereunder except to the extent that an Indemnifying Party demonstrates that it has been irreparably prejudiced thereby. If the Indemnifying Party notifies the Indemnified Party that it does not dispute the claim described in such Indemnity Notice or fails to notify the Indemnified Party within the thirty (30) days following receipt by the Indemnifying Party of an Indemnity Notice whether the Indemnifying Party disputes the claim described in such Indemnity Notice, the Loss arising from the claim specified in such Indemnity Notice will be conclusively deemed a liability of the Indemnifying Party under Article IX and the Indemnifying Party shall pay the amount of such Third Loss to the Indemnified Party Claimson demand following the final determination thereof. If the Indemnifying Party has timely disputed its liability with respect to such claim, with each the Indemnifying Party retaining and the right Indemnified Party will proceed in good faith to claim indemnification from negotiate a resolution of such dispute, and if not resolved through negotiations within the other Party Resolution Period, such dispute shall be resolved by litigation in a court of competent jurisdiction in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim10.10.

Indemnification Procedure. If either ​ (a) For the avoidance of doubt, all indemnification claims in respect of a Gilead Indemnitee or a Hookipa Indemnitee shall be made solely by Gilead or Hookipa, respectively. ​ (b) A Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) hereunder (the “Indemnified Party”), it will inform ) shall 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 Third Indemnified Party intends to base a claim for indemnification hereunder (each, an “Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, howeverNotice”); provided, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect so notify the Indemnifying Party shall not relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , except to the extent that the Indemnifying Party will have been actually 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 materially prejudiced as a result the nature and amount of the Claim (to the extent that the nature and amount of such failure or delay to give noticeClaim is known at such time). The Upon the request of the Indemnifying Party, the Indemnified Party shall furnish promptly to the Indemnifying Party will copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to Sections 16.3(d) and 16.3(e), the Indemnifying Party shall have the right 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 any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestClaim, and at the Indemnifying Party’s cost and sole expense, in which case the provisions of Section 16.3(d) below shall govern; provided, that any such Claim is only for monetary damages. The assumption of the defense of a Claim by the Indemnifying Party shall not be construed as acknowledgement that the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Claim, nor shall it constitute a waiver by the Indemnifying Party of any 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 shall reimburse the Indemnifying Party for any and all reasonable costs and expenses (including reasonable attorneys’ fees and costs of suit) and any losses incurred by the Indemnifying Party in 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 16.3(e) shall govern. (d) Upon assumption of the defense of a Claim by the Indemnifying Party: (i) the Indemnifying Party shall have the right to participateand shall assume sole control and responsibility for dealing with the Claim; (ii) the Indemnifying Party may, at its own expense and cost, appoint as counsel in connection with counsel of its choice, in conducting the defense and handling of such Claim any Third Party that has been assumed law firm or counsel reasonably selected by the Indemnifying Party; (iii) the Indemnifying Party shall keep the Indemnified Party informed of the status of ​ CONFIDENTIAL TREATMENT REQUESTED. Neither INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. such Claim; and (iv) the Indemnifying Party will shall have the obligation right to indemnify settle the other Claim on any terms the Indemnifying Party in connection with any settlement made chooses; provided, however, that it shall not, without the Indemnifying Party’s prior written consent, which consent will of the Indemnified Party (such consent not to be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit ), 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 without 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 shall be entitled to participate in, but not control, the defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party shall furnish such records, information, and testimony, provide witnesses, and attend such conferences, discovery proceedings, hearings, trials, and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, 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 records or information provided. ​ (e) If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 16.3(c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, the Indemnified Party may, at the Indemnifying Party’s expense, select counsel reasonably acceptable to the Indemnifying Party in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Claim and shall not settle such Claim without the prior written consentconsent of the Indemnifying Party, which consent will shall not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as 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 application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.its own counsel and at its own expense. ​

Indemnification Procedure. If either 8.3.1 A Party is hereto or any of its Affiliates seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform ) shall notify the other Party (the “Indemnifying Party”) in writing reasonably promptly after the assertion against the Indemnified Party of the any claim or allegation by a Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the (“Third Party Claim (it being understood and agreedClaim”) in respect of which the Indemnified Party intends to base a claim for indemnification hereunder, however, that but the failure or delay by an so to 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 give the extent that the Indemnifying Party demonstrates that its ability to defend or resolve such notice of a Third Party Claim will not affect is adversely affected thereby. 8.3.2 Subject to the provisions of Sections 8.3.4 and 8.3.5 below, the Indemnifying Party shall have the right, upon written notice given to the Indemnified Party within thirty (30) days after receipt of the notice from the Indemnified Party of any Third Party Claim to assume the defense and handling of such Third Party Claim, at the Indemnifying Party’s indemnification obligations hereunder except sole expense, in which case the provisions of Section 8.3.3 below shall govern. 8.3.3 The Indemnifying Party shall select counsel reasonably acceptable to the extent Indemnified Party in connection with conducting the defense and handling of such Third Party Claim, and the Indemnifying Party will have been actually shall defend or handle the same in consultation with the Indemnified Party, and materially prejudiced as a result shall keep the Indemnified Party timely apprised of the status of such failure or delay to give notice)Third Party Claim. The Indemnifying Party will have shall not, without the right prior written consent of the Indemnified Party, agree to assume the defense a settlement of any such Third Party Claim which could lead to liability or create any financial or other obligation on the part of the Indemnified Party for which it the Indemnified Party is obligated not entitled to indemnify indemnification hereunder, or would involve any admission of wrongdoing on the part of 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 Third Party 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 Third Party Claim in good faith after having assumed such, then the provisions of Section 8.3.5 below shall govern. 8.3.4 If the Indemnifying Party does not give written notice to the Indemnified Party, within thirty (30) days after receipt of the notice from the Indemnified Party of any Third Party Claim, of the Indemnifying Party’s insurer as election to assume the Indemnifying defense and handling of such Third Party may reasonably requestClaim, and the provisions of Section 8.3.5 below shall govern. 8.3.5 The Indemnified Party may, at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the Indemnified Party shall keep the Indemnifying Party timely apprised of the status of such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of If the Indemnified Party without defends or handles such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and shall be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either (a) A claim for indemnification for any matter not involving a third party claim may be asserted by notice to the party from whom indemnification is sought; provided, however, that failure to so notify the indemnifying party shall not preclude the indemnified party from any indemnification which it may claim in accordance with this Article V, except as otherwise provided in Section 5.01 and Section 5.02. (b) Promptly after any Crestwood Related Party is seeking indemnification under Section 12.1 or Purchaser Related Party (Indemnification by Qorvo)hereinafter, Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”) has received notice of any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which the Indemnified Party believes in good faith is an indemnifiable claim under this Agreement (each a “Third Party Claim”), it will inform the other Indemnified Party shall give the indemnitor hereunder (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the such Third Party Claim (Claim, but failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability it being understood and agreed, however, that the failure or delay by an may have to such Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent that the Indemnifying Party will have been actually and is materially prejudiced as a result by such failure. Such notice shall state the nature and the basis of such failure or delay Third Party Claim to give notice)the extent then known. The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim for which it is obligated defend and settle, at its own expense and by its own counsel who shall be reasonably acceptable to indemnify the Indemnified Party, any such matter as long as the Indemnifying Party pursues the same diligently and in good faith. The If the Indemnifying Party undertakes to defend or settle, it shall promptly, and in no event later than ten (10) days, notify the Indemnified Party will of its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in all commercially reasonable respects in the defense thereof and the settlement thereof. Such cooperation shall include, but shall not be limited to, furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party’s possession or control. Such cooperation of the Indemnified Party shall be at the cost of the Indemnifying Party’s insurer . After the Indemnifying Party has notified the Indemnified Party of its intention to undertake to defend or settle any such asserted liability, and for so long as the Indemnifying Party may reasonably requestdiligently pursues such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of shall not be liable for any Third Party that has been assumed additional legal expenses incurred by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Indemnified Party in connection with any defense or settlement made without of such asserted liability; provided, however, that the Indemnified Party shall be entitled (i) at its expense, to participate in the defense of such asserted liability and the negotiations of the settlement thereof and (ii) if (A) the Indemnifying Party’s Party has, within ten (10) Business Days of when the Indemnified Party provides written consentnotice of a Third Party Claim, which consent will not be unreasonably withheld, conditioned, failed (y) to assume the defense or delayed. The employ counsel reasonably acceptable to the Indemnified Party and (z) notify the Indemnified Party of such assumption or (B) if the defendants in any such action include both the Indemnified Party and the Indemnifying Party will not admit liability and counsel to the Indemnified Party shall have concluded that there may be reasonable defenses available to the Indemnified Party that are different from or in addition to those available to the Indemnifying Party or if the interests of the Indemnified Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, then the Indemnified Party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnifying Party as incurred. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not settle any indemnified claim without the consent of the Indemnified Party’s prior written consent, which consent will unless the settlement thereof imposes no liability or obligation on, and includes a complete release from liability of, and does not include any admission of wrongdoing or malfeasance by, the Indemnified Party. The remedies provided for in this Section 5.03 are cumulative and are not exclusive of any remedies that may be unreasonably withheld, conditioned, available to a party at law or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) in equity or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimotherwise.

Indemnification Procedure. If either 10.1 The Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo)under, as the case may be, Section 12.2 (Indemnification by Zomedica) 8 or Section 12.3 (Indemnification for Infringement) (9, shall be known as the “Indemnified Party”), it will inform and the other Party (from whom indemnification is sought shall be known as the “Indemnifying Party”. 10.2 No later than 60 (sixty) Business Days after the Indemnified Party first becomes aware of any Loss in respect of which an Indemnifying Party may be liable under this Section 10, the Third Indemnified Party Claim giving rise shall give notice thereof (the “Notice of Claim”), to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedIndemnifying Party. Without prejudice to the time limitations indicated in Section 9.6(a) above, however, that any failure by the failure or delay by an Indemnified Party to give such notice the Notice of a Third Party Claim will shall not affect limit the Indemnified Party’s right to indemnities nor limit the Indemnifying Party’s indemnification obligations hereunder except liability for any Claim, provided that the failure of the Indemnified Party to send a Notice of Claim within the extent abovementioned 60 Business Days term has not caused forfeitures (decadenze) upon the Indemnifying Party will have been actually with reference to the relevant Claim indicated in the Notice of Claim. In any case, the Indemnifying Party shall not be liable for any increase of the Losses suffered by the Indemnified Party as a consequence of the failure of the Indemnified Party to send the Notice of Claim within the above 60-day term. The Notice of Claim shall set forth the details of the legal and materially prejudiced factual basis of the Claim for such Loss and the amount that may be due under this Section 10. 10.3 The Parties shall attempt to mutually and amicably resolve the dispute within 20 (twenty) Business Days of receipt by the Indemnifying Party of a Notice of Claim. 10.4 In the event that the Indemnifying Party agrees in writing upon the validity and amount of a Claim, such amount shall become payable and the Indemnifying Party shall pay it to the Indemnified Party according to Section 10.7 below. 10.5 In the event, instead, that the Parties do not reach a mutual amicable solution during the 20 (twenty) Business Days period under Section 10.3, the Claim shall be deemed not accepted by the Indemnifying Party and the dispute shall be resolved by arbitration pursuant to Section 17 upon initiative of either Party. 10.6 With respect to any claim which arises as a result of such failure or delay a claim by a third party (a “Third Party Claim”), the Indemnified Party shall, to give notice). The Indemnifying Party will have the right to extent permitted by applicable Law, assume the defense of any such Third Party Claim for which it is obligated and shall, at all times and to indemnify the Indemnified maximum extent possible (except to the extent that the disclosure of any information may prejudice a Party. The Indemnified Party will cooperate with ’s legal or professional privilege), keep the Indemnifying Party timely informed of the status of such Third Party Claim and the Indemnifying Party’s insurer as proceedings related thereto, it being understood that (i) the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participateparticipate and, to the maximum extent permitted by Law, join, at its own expense and with costs, by counsel of its choice, in the defense defence of any such Third Party Claim, and (ii) the Indemnified Party shall properly and diligently defend against any Third Party that has been assumed Claim. The Indemnified Party shall, to a reasonable extent, (i) consult the Indemnifying Party with respect to the handling of such Third Party Claim, and (ii) consider the observations of the Indemnifying Party, it being understood that, in any case, any observation reasonably provided by the Indemnifying Party and its advisors shall be evaluated in good faith by the Indemnified Party also in order to minimize the Losses of the Indemnifying Party. Neither Any settlement relating to a Third Party will have Claim shall be made by the obligation Indemnified Party with the prior written consent of the Indemnifying Party, who shall act in good faith taking into account also the interests of the Group Companies and shall not unreasonably withheld or delay such consent. It is understood that if a firm monetary settlement offer relating to indemnify a Third Party Claim is made, the other Indemnified Party shall promptly inform the Indemnifying Party of such firm offer and, in connection with any settlement made without the event that the Indemnifying Party is willing to accept the firm offer but the Indemnified Party is not, then the Indemnifying Party’s written consent, which consent liability in respect of the relevant matters will not be unreasonably withheld, conditioned, or delayed. limited to the amount of the proposed settlement. 10.7 The Indemnified Party will be entitled to enforce a Claim against the Indemnifying Party will not admit liability of (and the Indemnified Party without shall pay to the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If Party the Parties cannot agree as to the application of Section 12.1 relevant amount within 10 (Indemnification by Qorvoten) or Section 12.2 (Indemnification by ZomedicaBusiness Days) as to any Third Party soon as it becomes a Determined Claim for the relevant amount and, even though the Claim is not a Determined Claim, then in the Parties may conduct separate defenses of such Third event the Indemnified Party Claims(and, with each in case the Indemnified Party retaining is the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica)Purchaser, as applicable, upon resolution also any of the underlying Third Party ClaimGroup Companies) is requested by an immediately enforceable order, ruling, judgment, even provisional and subject to appeal of any competent Authority, including the Revenue Agency (Agenzia delle Entrate) and any Court or Tribunal, to pay any amount to third parties.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) Sections 10.1 or Section 12.3 (Indemnification for Infringement) 10.2 (the “Indemnified Party”), it will shall inform in writing the other Party (the “Indemnifying Party”) of the Third Party Claim claim giving rise to the obligation to indemnify pursuant to such indemnification obligations Section within 15 days [* * *] Business Days after receiving written notice of the Third Party Claim claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will claim shall not affect the Indemnifying Party’s indemnification obligations provided hereunder except to the extent the Indemnifying Party will shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will shall have the right to assume the defense of any such Third Party Claim claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party claim that has been assumed by the Indemnifying Party. Neither Party will shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, conditioned or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) Sections 10.1 or Section 12.2 (Indemnification by Zomedica) 10.2 as to any Third Party Claimclaim, then pending resolution of the dispute pursuant to Article 13, the Parties may conduct separate defenses of such Third Party Claimsclaims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) Sections 10.1 or Section 12.2 (Indemnification by Zomedica), as applicable, 10.2 upon resolution of the underlying Third Party Claimclaim.

Indemnification Procedure. If either Party is seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) In respect of the Third Party Claim giving rise to such indemnification Claims, the obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent the Indemnifying Party will have been actually under this Section 11.4 shall be governed by and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party will have contingent upon the right to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as following: (a) At its option, the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel assume control of its choice, in the defense of any Third Party Claim (which, for the avoidance of doubt, shall include the conduct of all dealings with such Third Party) by giving written notice to the Indemnified Party within 30 days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of control of the defense of a Third Party Claim by the Indemnifying Party shall not be construed as an acknowledgement that has been assumed the Indemnifying Party is liable to indemnify any Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party’s claim for indemnification. (b) Upon the assumption of the control of the defense of a Third Party Claim by the Indemnifying Party: (i) subject to the provisions of Section 11.4(c), it shall have the right to and shall assume sole control and responsibility for dealing with the Third Party and the Third Party Claim, including the right to settle the claim on any terms the Indemnifying Party chooses, but at all times in accordance with the provisions of Sections 11.4(c) and (d); (ii) if it chooses, the Indemnifying Party may appoint as counsel in the defense of the Third Party Claim any law firm or counsel selected by the Indemnifying Party; and (iii) except as expressly provided in Section 11.4(c), the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party or any Indemnitee in connection with the analysis, defense or THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. Neither ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. settlement of the Third Party Claim. In the event that it is ultimately determined that the Indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnitee from and against the Third Party Claim, the Indemnified Party shall reimburse the Indemnifying Party for any and all costs and expenses (including lawyers’ fees and costs of suit) and any Losses incurred by the Indemnifying Party in its defense of the Third Party Claim with respect to such Indemnified Party or Indemnitee. (c) Without limiting the remainder of this Section 11.4, any Indemnitee shall be entitled to participate in, but not control, the defense of a Third Party Claim and to retain counsel of its choice for such purpose, provided that such retention shall be at the Indemnitee’s own cost and expense unless (i) the Indemnifying Party has failed to assume the defense and retain counsel in accordance with Section 11.4(a) (in which case the Indemnified Party shall control the defense), or (ii) the interests of the Indemnitee and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under any legal requirement, ethical rules or equitable principles. (d) With respect to any Losses relating solely to the payment of money to the Third Party to settle the Third Party Claim and that will not result in the Indemnified Party or the Indemnitee becoming subject to injunctive relief or any admission of wrongdoing or of the invalidity or unenforceability of intellectual property owned or Controlled by the Indemnified Party, and as to which the Indemnifying Party shall have acknowledged in writing the obligation to indemnify the other Indemnitee under Section 11.4(a), the Indemnifying Party in connection with shall have authority to consent to the entry of any judgment, enter into any settlement made or otherwise dispose of such Losses. With respect to all other Losses or where the Indemnified Party will be subject to injunctive relief or any admission of wrongdoing or of the invalidity or unenforceability of intellectual property owned or Controlled by the Indemnified Party, where the Indemnifying Party has assumed the defense of a Third Party Claim in accordance with Section 11.4(a), the Indemnifying Party will not consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Losses, unless it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). (e) If the Indemnifying Party chooses not to take control of the defense or prosecute any Third Party Claim, the Indemnified Party shall retain control of the defense thereof, but no Indemnified Party or Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the Indemnifying Party’s , which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not be liable for any settlement or other disposition of Losses by an Indemnified Party or an Indemnitee under THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. such a Third Party Claim that is reached without the written consentconsent of the Indemnifying Party, which consent will not be unreasonably withheld, conditioned, conditioned or delayed. The . (f) If the Indemnifying Party will not admit liability chooses to control the defense of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties Indemnified Party shall, and shall cause each other Indemnitee to, reasonably cooperate in the defense thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may conduct separate defenses of be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by the Indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party ClaimsClaim, with each Party retaining and making the right Indemnified Party, the Indemnitees and its and their employees and agents available on a mutually convenient basis to claim indemnification from provide additional information and explanation of any records or information, to the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of extent the underlying Third Party ClaimClaim is subject to indemnification hereunder.

Indemnification Procedure. If either 7.3.1 All indemnification claims in respect of a Erasca Indemnitee or a Novartis Indemnified Party is will be made solely by ▇▇▇▇▇▇ or Novartis, respectively. 7.3.2 A Party seeking indemnification under Section 12.1 hereunder (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) (the “Indemnified Party”), it ) will inform 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 Third Indemnified Party intends to base a claim for indemnification hereunder (“Indemnification Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreedNotice”), however, that but the failure or delay by an Indemnified to so notify the Indemnifying Party to give such notice of a Third Party Claim will not affect relieve the Indemnifying Party of any obligation or liability that it may have to the Indemnified Party’s indemnification obligations hereunder , 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 official documents (including court documents) received or sent in respect of such Claim. 7.3.3 Subject to the provisions of Sections 7.3.4 and 7.3.5 below, the Indemnifying Party will have been actually the right, upon written notice given to the Indemnified Party within [***] after receipt of the Indemnification Claim Notice to assume the defense and materially prejudiced as a result handling of such failure or delay to give notice)Claim, at the Indemnifying Party’s sole expense, in which case the provisions of Section 7.3.4 below will govern. The assumption of the defense of a 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 Indemnified Party 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 [***] 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 7.3.5 below will govern. 7.3.4 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 such Third law firm or counsel reasonably selected by the Indemnifying Party Claim for which it is obligated and reasonably acceptable to indemnify the Indemnified 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 which the Indemnified Party is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the claim on behalf of the Indemnified Party or otherwise limits or impairs the Indemnified Party’s rights under this Agreement. The Indemnified Party will cooperate with the Indemnifying Party and will be entitled to participate in, but not control, the Indemnifying Party’s insurer defense of such Claim with its own counsel and at its own expense. In particular, the Indemnified Party will furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours by the Indemnifying Party may reasonably requestto, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Claim, and making the Indemnified Party and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. 7.3.5 If the Indemnifying Party does not give written notice to the Indemnified Party as set forth in Section 7.3.3 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 cost and expense. The Indemnified Party will have the right , select counsel reasonably acceptable to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, 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’s written consent, which consent will not be unreasonably withheld, delayed or conditioned. If the Indemnified Party defends or handles such Claim, or delayed. The the Indemnifying Party will not admit liability of cooperate with the Indemnified Party without Party, at the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as request but at no expense to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as Indemnified Party, and will be entitled to any Third Party Claim, then participate in the Parties may conduct separate defenses defense and handling of such Third Party Claims, Claim with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claimits own counsel and at its own expense.

Indemnification Procedure. If either All indemnification claims in respect of a Party, its Affiliates, or its or their respective directors, officers, employees and agents shall be made solely by such Party is seeking indemnification to this Agreement. The Party claiming indemnity under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica10.1(a) or Section 12.3 (Indemnification for Infringement10.1(b) (the “Indemnified Party”), it will inform ) shall give the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving prompt written notice (an “Claim Notice”) of the Third Party Claim (it being understood and agreedany Claims, however, that the failure Losses or delay by an discovery of fact upon which such Indemnified Party intends to give base a request for indemnification under Article 10, provided that any delay in providing such notice of shall not constitute a Third Party Claim will not affect waiver or release of, or otherwise limit, the Indemnified Party’s rights to indemnification, except to the extent that such delay materially prejudices the Indemnifying Party’s indemnification obligations hereunder except ability to defend against the relevant Claims. Each Claim Notice must contain a description of the Claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party will have been actually copies of all papers and materially prejudiced as a result official documents received in respect of such failure or delay to give notice)any Losses and Claims. The Indemnifying Party will have may assume and control, with the right sole power to assume direct, the defense of any such Third the Claim at its own cost and expense, with counsel selected by the Indemnifying Party Claim for which it is obligated and reasonably acceptable to indemnify the Indemnified Party. The Indemnified Party will cooperate with If the Indemnifying Party and does not timely assume control of the Indemnifying Party’s insurer defense following receipt of notice of the Claim as described in this Section 10.2, the Indemnifying Indemnified Party may reasonably requestcontrol such defense, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, not controlling such defense may participate therein at its own expense cost and with counsel expense. Neither the Indemnifying Party nor the Indemnified Party shall admit fault on behalf of its choice, in the defense other Party without the written consent of such other Party. The Indemnified Party shall not settle or compromise any Third Party that has been assumed by Claim without the prior written consent of the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will shall not be unreasonably withheld, delayed or conditioned, or delayed. The Indemnifying Party will shall not admit liability settle or compromise any 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 or that imposes any liability or obligation on the Indemnified Party for which the Indemnified Party is not indemnified under this Agreement, without the prior written consent of the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If The Party controlling the Parties cannot agree as to the application defense of a Claim under this Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from 10.2 shall keep the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution advised of the underlying Third status of such Claim and the defense thereof and shall reasonably consider recommendations made by the other Party Claimwith respect thereto. Each Party shall cooperate fully with the Party controlling such defense and shall make available all pertinent information under its control, which information shall be subject to Article 8, and cause its employees to be available in a deposition, hearing or trial.

Indemnification Procedure. If either Party is (a) Any party seeking indemnification under Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) hereunder (the “"Indemnified Party”)") shall give prompt notice (a "Certificate") to the party from which indemnification is sought (the "Indemnifying Party") of any claim for indemnification hereunder, it will inform which notice shall specify in reasonable detail the other basis for any anticipated liability and the provisions of this Agreement pursuant to which such Indemnified Party claims to be entitled to indemnification hereunder. The failure to so notify the Indemnifying Party shall not limit any of the obligations of the Indemnifying Party (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except to the extent such failure materially prejudices the Indemnifying Party). (b) In case the Indemnifying Party will shall object to the indemnification of an Indemnified Party in respect of any claim or claims specified in any Certificate, the Indemnifying Party shall, within ten (10) Business Days after receipt by the Indemnifying Party of such Certificate, deliver to the Indemnified Party a written notice to such effect and the Indemnifying Party and the Indemnified Party shall, within the ten (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. (c) Claims for Damages specified in any Certificate to which an Indemnifying Party shall not object in writing within ten (10) Business Days of receipt of such 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 actually the subject of a final and materially prejudiced binding judicial determination, the time for appeal having expired, are hereinafter referred to, collectively, as a result "Agreed Claims." Within ten (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 (1) Business Day prior to such payment. (d) Promptly after the assertion by any third party of any claim against any Indemnified Party that in the reasonable judgment of such Indemnified Party may result in the incurrence by such Indemnified Party of Damages for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement, such Indemnified Party shall deliver to the Indemnifying Party a written notice describing in reasonable detail such claim, but any failure or delay on the part of the Indemnified Party to give noticeprovide 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). The For a period of fifteen (15) Business Days following its receipt of the notice specified in the previous sentence, the Indemnifying Party will have the right may, at its option, elect to assume the defense of the Indemnified Party against such claim (and, in such event, the Indemnifying Party shall promptly employ counsel, who shall be reasonably satisfactory to such Indemnified Party) at such Indemnifying Party's expense. If the Indemnifying Party elects to assume such defense, then the Indemnifying Party shall diligently defend any such Third claim as if such Indemnifying Party Claim for had 100% of the liability with respect to such claim. Any Indemnified Party shall have the right but not the obligation to employ separate counsel in any such action or claim and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have failed, within fifteen (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 Indemnified Party in writing that it shall assume the defense of such claim, (ii) the employment of such counsel has been specifically authorized in writing by the Indemnifying Party, or (iii) the named parties to any such action (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by such counsel that there may be one or more legal defenses available to the Indemnifying Party which it is obligated are not available to, or the assertion of which would be adverse to indemnify the interests of, the Indemnified Party. The No Indemnifying Party shall be liable to indemnify any Indemnified Party will cooperate with for any settlement of such action or claim effected without the Indemnifying Party and consent of the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will may not be unreasonably withheld, delayed or conditioned, it being understood that it shall be unreasonable to withhold, delay or delayed. The condition any such consent unless the Indemnifying Party will not admit liability of has acknowledged that it has an obligation to indemnify the Indemnified Party with respect to such action or claim. Notwithstanding any other provision of this Agreement, Sellers shall not settle or compromise any claim, including any Company Liability or any Legal Proceedings relating to CCM, the Company or any of their respective Subsidiaries without the Indemnified Party’s prior written consent, consent of Purchaser unless such settlement or compromise (a) is solely for monetary amounts for which consent will Sellers have agreed to indemnify Purchaser Indemnitees and (b) such settlement or compromise does not include any acknowledgement or statement or admission of liability or statement which could reasonably be unreasonably withheld, conditioned, expected to be adverse to Purchaser or delayedits Affiliates and includes a complete and unconditional release of the Purchaser Indemnitees. If the Parties cannot agree as Notwithstanding anything to the application contrary contained in this Agreement, Parent shall assume, at Parent's expense, the defense and control of all Legal Proceedings relating to the Company or any of its Subsidiaries, regardless of whether such Legal Proceedings are described in the Disclosure Schedule, including the consolidated IPO litigation matters identified on Section 12.1 (Indemnification 9.2(b) of the Disclosure Schedule. Purchaser agrees to cooperate in all reasonable respects in the defense of claims covered by Qorvo) or this Section 12.2 (Indemnification by Zomedica) as to any Third Party Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica9.4(d), including, as applicablerequired, upon resolution the furnishing of books and records, personnel and witnesses and the underlying Third Party Claimexecution of documents, in each case as reasonably necessary for such defense, and all out-of-pocket costs and expenses incurred by Purchaser or Purchaser II or any of their Affiliates in connection therewith shall be Damages paid by Sellers as incurred.

Indemnification Procedure. If either Party is seeking (a) Promptly after the incurrence of any Losses by any Person entitled to indemnification under pursuant to Section 12.1 (Indemnification by Qorvo), Section 12.2 (Indemnification by Zomedica) 8.1 or Section 12.3 8.2 (Indemnification for Infringement) (the an “Indemnified Party”), it will inform the other Party (the “Indemnifying Party”) of the Third Party Claim giving rise to such indemnification obligations within 15 days after receiving written notice of the Third Party Claim (it being understood and agreed, however, that the failure or delay receipt by an Indemnified Party to give such of notice of a Third Party Claim for which such Indemnified Party is entitled to indemnification pursuant to Section 8.1 or Section 8.2 (an “Indemnifiable Claim”), such Indemnified Party will give the Indemnification Control Person written notice thereof (an “Indemnification Notice”); provided, however, that delay or failure to so notify the Indemnification Control Person shall only relieve the Indemnifying Party of its obligations to the extent, if at all, that it is materially prejudiced by reasons of such delay or failure. The Indemnifying Party shall have a period of thirty (30) days within which to respond to such Indemnification Notice. If the Indemnification Notice relates to a Third Party Claim, the procedures set forth in Section 8.5(b) shall be applicable. If the Indemnification Notice does not affect relate to a Third Party Claim, and the Indemnifying Party does not accept responsibility for the matter set forth in the Indemnification Notice, the Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to settle (without an obligation to settle) such claim for indemnification. If the Indemnified Party and the Indemnifying Party do not settle such dispute within thirty (30) days after the Indemnified Party’s receipt of the Indemnifying Party’s indemnification obligations hereunder except to written response, the extent Indemnified Party and the Indemnifying Party will have been actually and materially prejudiced as shall be entitled to seek enforcement of their respective rights under this Article VIII. (b) If the Indemnification Notice relates to a result Third Party Claim, in no event shall the Indemnified Party admit any Liability with respect to such Third Party Claim or settle, compromise, pay or discharge such Third Party Claim without the prior written consent of such failure or delay to give notice)the Indemnifying Party. The Indemnifying Party will shall have the right to assume control of the defense, at its own expense and by counsel chosen by the Indemnifying Party, of such matter, by notifying the Indemnified Party within thirty (30) days after the receipt by the Indemnifying Party of the Indemnification Notice. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel in the defense against any such Indemnifiable Claim. In any event, the Indemnified Party shall have the right to participate in a non-controlling manner and at its own expense in the defense of such Indemnifiable Claim. Notwithstanding the foregoing, the Indemnified Party shall have the right to employ separate counsel at the Indemnifying Party’s expense if the named parties to any such proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and such Indemnified Party shall have been advised by outside counsel in writing that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the reasonable expenses of such counsel shall be at the expense of the Indemnifying Party). Any compromise of such Indemnifiable Claim by the Indemnifying Party shall require the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement includes only the payment of monetary damages (which are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party and fully releases, and does not require any admission or acknowledgement of liability or fault of the Indemnified Party in respect of such claim. (c) After written notice by the Indemnifying Party to the Indemnified Party of the election of the Indemnifying Party to assume control of the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate in accordance with Section 8.5(b), the Indemnifying Party and shall not be liable to such Indemnified Party hereunder for any costs or fees of counsel subsequently incurred by such Indemnified Party in connection with the Indemnifying Party’s insurer defense thereof, except as expressly set forth in Section 8.5(b) or Section 8.5(d). If the Indemnifying Party may reasonably request, and at does not assume control of the defense of such Third Party Claim within thirty (30) days after the receipt by the Indemnifying Party’s cost and expense. The Party of the Indemnification Notice, the Indemnified Party will shall have the right to participatedefend such matter as it may deem appropriate, at its own expense and such costs and expenses associated with counsel such defense may be sought in a claim for indemnification hereunder (assuming the Indemnified Party is entitled to indemnification for the underlying matter with respect to the Third Party Claim). (d) Notwithstanding any provisions in this Section 8.5 to the contrary, the Indemnifying Party shall not be entitled to assume or continue control of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Claim if (i) such Third Party will have the obligation Claim relates to indemnify the other Party or arises in connection with any settlement made without felony criminal proceeding, action, indictment, allegation or investigation; (ii) such Third Party Claim seeks an injunction or equitable relief against the Indemnified Party; (iii) such Third Party Claim relates, but only to the extent it relates, to the actual payment of Taxes with respect to a post-Closing Tax period; or (iv) the Indemnifying Party fails to adequately defend such Third Party Claim (but the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, right to assume or delayed. The control the defense in such instance shall only continue for so long as the Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consent, which consent will not be unreasonably withheld, conditioned, or delayed. If the Parties cannot agree as fails to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to any Third Party adequately defend such Indemnifiable Claim, then the Parties may conduct separate defenses of such Third Party Claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica), as applicable, upon resolution of the underlying Third Party Claim.

Indemnification Procedure. If either Party is seeking (a) A claim for indemnification under Section 12.1 (Indemnification for any matter not involving a third-party claim may be asserted by Qorvo), Section 12.2 (Indemnification by Zomedica) or Section 12.3 (Indemnification for Infringement) notice from the party that may be entitled to indemnification pursuant to this Article VI (the “Indemnified Party”), it will inform ) to the other Party party that may be obligated to provide indemnification pursuant to this Article VI (the “Indemnifying Party”); provided, however, that failure to so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such failure. The notice of claim shall state in reasonable detail the basis of the claim for indemnification. (b) If any legal proceedings shall be instituted or any claim or demand shall be asserted by any third party in respect of which indemnification may be sought under Section 6.01(a) or Section 6.01(b) hereof (a “Third Party Claim”), the Indemnified Party shall promptly give written notice of the assertion of the Third Party Claim giving rise to the Indemnifying Party; provided, however, that failure of the Indemnified Party to so notify the Indemnifying Party shall not release, waive or otherwise affect the Indemnifying Party’s obligations with respect thereto, except to the extent that the Indemnifying Party can demonstrate actual loss and prejudice as a result of such indemnification failure. Subject to the provisions of this Section 6.02, the Indemnifying Party shall have the right, at its sole expense, to be represented by counsel of its choice, which must be reasonably satisfactory to the Indemnified Party, and to defend against, negotiate, settle or otherwise deal with any Third Party Claim which relates to any losses indemnified against by it hereunder; provided that, in order to defend against, negotiate, settle or otherwise deal with any such Third Party Claim, the Indemnifying Party must first acknowledge in writing to the Indemnified Party its unqualified obligation to indemnify the Indemnified Party as provided hereunder and provide to the Indemnified Party reasonable evidence that the Indemnifying Party has reasonably sufficient financial resources to enable it to fulfill its obligations under this Article VI. Notwithstanding the preceding sentence, the Indemnifying Party shall not have the right to defend against, negotiate, settle, or otherwise deal with any Third Party Claim (i) if the Third Party Claim is not solely for monetary damages (except where any non-monetary relief being sought is merely incidental to a primary claim for monetary damages), (ii) if the Third Party Claim involves criminal allegations, or (iii) if the Indemnifying Party fails to prosecute or defend, actively and diligently, the Third Party Claim. If the Indemnifying Party elects to defend against, negotiate, settle or otherwise deal with any Third Party Claim, it shall within 15 fifteen (15) days after receiving of the Indemnified Party’s written notice of the assertion of such Third Party Claim (or sooner if the nature of the Third Party Claim (it being understood and agreed, however, that so requires) notify the failure or delay by an Indemnified Party of its intent to give such notice do so; provided that, the Indemnifying Party must conduct its defense of a the Third Party Claim will not affect the Indemnifying Party’s indemnification obligations hereunder except actively and diligently thereafter in order to the extent preserve its rights in this regard. If the Indemnifying Party will have been actually and materially prejudiced elects not to defend against, negotiate, settle, or otherwise deal with any Third Party Claim, fails to notify the Indemnified Party of its election as a result of such failure herein provided or delay contests its obligation to give notice). The Indemnifying indemnify the Indemnified Party will have the right for losses relating to assume the defense of any such Third Party Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably requestunder this Agreement, and at the Indemnifying Party’s cost and expense. The Indemnified Party will have the right to participate, at its own expense and with counsel of its choice, in the defense of any Third Party that has been assumed by the Indemnifying Party. Neither Party will have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent will not be unreasonably withheld, conditioned, or delayed. The Indemnifying Party will not admit liability of the Indemnified Party without the Indemnified Party’s prior written consentmay defend against, which consent will not be unreasonably withheldnegotiate, conditionedsettle, or delayedotherwise deal with such Third Party Claim. If the Parties cannot agree as to the application of Section 12.1 (Indemnification by Qorvo) or Section 12.2 (Indemnification by Zomedica) as to Indemnified Party defends any Third Party Claim, then the Parties Indemnifying Party shall reimburse the Indemnified Party for the expenses of defending such Third Party Claim upon submission of periodic bills, which reimbursement shall be made within thirty (30) days of the applicable submission. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may conduct separate defenses participate, at his, her or its own expense, in the defense of such Third Party ClaimsClaim; provided, further, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) 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; provided further that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any single Third Party Claim. Each party hereto shall provide reasonable access to each other party to such documents and information as may reasonably be requested in connection with the defense, negotiation or settlement of any Third Party retaining Claim. Notwithstanding anything in this Section 6.02 to the right contrary, the Indemnifying Party shall not enter into any settlement of any Third Party Claim without the written consent of the Indemnified Party if such settlement (i) would create any liability of the Indemnified Party for which the Indemnified Party is not entitled to claim indemnification hereunder, (ii) would provide for any injunctive relief or other non-monetary obligation affecting the Indemnified Party, or (iii) does not include an unconditional release of the Indemnified Party from all liability in respect of the Third Party Claim. (c) After any final decision, judgment or award shall have been rendered by a Governmental Authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement, in each case with respect to a Third Party Claim, the Indemnified Party shall forward to the Indemnifying Party notice of any sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall pay all of such remaining sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within five (5) Business Days after the date of such notice. (d) Notwithstanding anything to the contrary in this Agreement, the Preferred Unit Purchaser shall not have any liability in the aggregate for any Damages arising from or relating to this Agreement that exceeds the excess, if any, of the Preferred Unit Commitment Amount minus any amounts funded to the Partnership pursuant to the Equity Commitment Letters. (e) Notwithstanding anything to the contrary in this Article VI or any other provision of this Agreement, in no event shall the Preferred Unit Purchaser or SN have any liability or indemnification obligation to any other party for punitive, consequential, special, indirect, diminution in value, loss of profit, penalty or other indirect or unforeseen Damages, whether in law or equity, arising from the other Party in accordance with performance of this Agreement or the transactions contemplated hereby; provided that if the Preferred Unit Purchaser breaches its obligations under Section 12.1 (Indemnification 2.01(a) and Section 2.06(d)(i) to contribute the Preferred Unit Anadarko Funding Amount at the Anadarko Closing and/or the Preferred Unit Purchaser breaches its obligations under Section 2.02(a) and Section 2.06(d)(v) to contribute the Preferred Unit [redacted] Funding Amount at the [redacted] Closing, and any Common Indemnified Parties suffer or incur Damages as a result thereof, including, without limitation, the loss of all or any portion of the Deposit or the deposit under the [redacted] PSA, if any, and any damages payable to Anadarko or Blackstone Newco as a result thereof, then the loss of the Deposit and/or the deposit under the [redacted] PSA, if any, and any Damages actually incurred by Qorvo) the Common Indemnified Parties to Anadarko or Section 12.2 (Indemnification by Zomedica)Blackstone Newco pursuant to the APC/KM PSA or the [redacted] PSA, as applicable, upon resolution of in respect thereof shall be recoverable by the underlying Third Party ClaimCommon Indemnified Parties subject to the maximum specified in Section 6.02(d) above.