Common use of Indemnification Process Clause in Contracts

Indemnification Process. If any action shall be brought against either party (the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3, the Indemnified Party shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right to employ separate counsel and participate in the defense, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates.

Indemnification Process. If any action shall be brought against either party (the "Indemnified Party") in respect The Party that intends to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of claim indemnification under this Section 10.3, the Indemnified Party shall promptly notify the Indemnifying indemnifying Party in writingwriting of any Claim in respect of which the indemnified Party intends to claim such indemnification, specifying and the nature indemnifying Party shall have sole control of the action and defense and/or settlement thereof, using counsel selected by the total monetary amount sought or other such relief as is sought thereinindemnifying Party. The Indemnified indemnity obligations under this Section shall not apply to amounts paid in settlement of any action with respect to a Claim if such settlement is effected without the prior express written consent of the indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnifying Party may not settle or otherwise consent to an adverse judgment in any action with respect to a Claim that diminishes the rights or interests of the indemnified Party without the prior express written consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the indemnifying Party within a reasonable time after notice of any such Claim, or the commencement of any action with respect to such Claim, to the extent prejudicial to the indemnifying Party’s ability to defend such Claim, shall relieve such indemnifying Party of any liability to the indemnifying Party under this Section with respect thereto. The indemnified Party, its employees and agents, shall at the indemnifying Party’s expense, reasonably cooperate with the Indemnifying indemnifying Party at and its legal representatives in the Indemnifying Party's expense in all reasonable respects in connection with the investigation and defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right to employ separate counsel and participate in the defense, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relatesClaim.

Indemnification Process. If The indemnified Party will promptly give notice to the indemnifying Party of any action shall be brought against either party (claim or the "Indemnified Party") in respect commencement of any litigation as to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant is sought, but any failure to provide such notice will not relieve any Party of its obligation to indemnify except to the provisions of Section 10.3, the Indemnified extent such Party shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other is materially prejudiced by such relief as is sought thereindelay. The Indemnified indemnifying Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with will assume the defense of any the claim or litigation and take all steps reasonably necessary at its expense to defend or settle such actionclaim or litigation, but if it fails to do so the indemnified Party may undertake such defense and steps reserving all rights against the indemnifying Party. The Indemnifying indemnified Party may upon written notice participate and appear with the other Party in such claim or litigation at its own expense with legal counsel of its own choosing. Notwithstanding the foregoing, no indemnifying Party will consent to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right to employ separate counsel and participate in the defense, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claimsany claim or litigation subject to indemnification by the indemnifying Party hereunder without the prior written approval of the indemnified Party, demandswhich consent will not be unreasonably withheld or delayed, if such judgment or actions, settlement would materially bind or affect the other Party. The foregoing right of indemnity will be in respect addition to any damages to which the foregoing relatesother rights and remedies of the indemnified Party hereunder.

Indemnification Process. If any action shall be brought against either party (the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3, the Indemnified The indemnifying Party shall promptly notify defend the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other Indemnitee against such relief as is sought thereinthird party claim. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified indemnifying Party shall have the right to employ separate defend such third party claim with counsel selected by the indemnifying Party and participate reasonably satisfactory to the Indemnitee, in all appropriate proceedings, to a final conclusion or settlement at the defense, at Indemnified Party's sole cost and expensediscretion of the indemnifying Party in accordance with this Section. The Indemnifying indemnifying Party shall reimburse Indemnified Party upon demand for have full control of such defense and proceedings, including any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement thereof; provided, however, that the indemnifying Party shall not enter into any settlement agreement without the written consent of claimsthe Indemnitee (which consent shall not be unreasonably withheld, demandsconditioned or delayed). Notwithstanding the foregoing, such consent shall not be required if (a) the settlement agreement contains a complete and unconditional general release by the third party asserting the claim to all Indemnitees affected by the claim without financial obligation of any type or actionskind again such Indemnitees and (b) the settlement agreement does not contain any sanction or restriction upon the conduct or operation of any business by the Indemnitees. The indemnified Party may participate in, in but not control, any defense or settlement of any third party claim controlled by the Indemnifying Party pursuant to this Section, and the Indemnitee shall bear its own costs and expenses with respect to any damages to which the foregoing relatessuch participation.

Indemnification Process. If any action shall will be brought against either party (the "Indemnified PartyClaimant") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of this Section 10.312, the Indemnified Party shall Claimant will promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall Claimant will cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may may, upon written notice to Indemnified Party Claimant, undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall will also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Partycounsel, and payment of all reasonably incurred expenses. Indemnified Party shall Claimant will have the right to employ separate counsel and participate in the defense; provided that the Indemnifying Party will control the defense. In the event that the parties materially disagree on any aspect of the defense, at Indemnified then the Claimant may elect to pursue its own defense and the Indemnifying Party's sole cost and expenseindemnification obligation will cease. The Indemnifying Party shall will reimburse Indemnified Party Claimant upon demand for any reasonable payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement settlement, approved in writing by the Indemnifying Party, of claims, demands, or actions, in respect to any damages to which the foregoing relates.

Indemnification Process. If Promptly after receipt by an indemnified party of a notice of any action shall be brought against either third party claim or the commencement of any action, such indemnified party must (the "Indemnified Party"a) in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3, the Indemnified Party shall promptly notify the Indemnifying Party indemnifying party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense writing of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control claim; (b) provide the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings indemnifying party with reasonable assistance to settle or defend any such action, including claim at the employment of counsel which shall be reasonably satisfactory indemnifying party’s own expense; and (c) grant to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the indemnifying party the right to employ separate counsel control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided, however, that (i) the failure to so notify, provide assistance or grant authority and control will only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party will not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (x) makes any admission on behalf of the indemnified party; or (y) consents to an injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing intellectual property); and (iii) the indemnified party will have the right, at its expense, to participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the defenseindemnifying party’s written consent, such consent not to be unreasonably withheld or delayed, and (iv) in the event the indemnifying party elects not to assume the control granted pursuant to clause (c) above, the indemnified party will have the right, notwithstanding anything in the preceding clause (iii) to the contrary, to control the defense and/or settlement of such claim, at Indemnified Party's sole cost and the indemnifying party’s expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates.

Indemnification Process. If In the event that any action shall be brought against either party (the "Indemnified Party") in respect indemnified Party intends to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3, the Indemnified Party claim indemnification under this Article 10 it shall promptly notify the Indemnifying other Party (the “indemnifying Party”) in writing, specifying the nature writing of the action and the total monetary amount sought or other such relief as is sought thereinalleged claim. The Indemnified indemnifying Party shall have the sole right to control the defense and settlement thereof. The indemnified Party shall cooperate with the Indemnifying indemnifying Party at and its legal representatives in the Indemnifying Party's expense in all reasonable respects in connection with the defense investigation of any such action, claim or liability covered by this Article 10. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified indemnified Party shall have the right to employ separate counsel and participate in the defensenot, except at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for its own cost, voluntarily make any payments made payment or loss suffered by it at incur any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in expense with respect to any damages to claim or suit without the prior written consent of the indemnifying Party, which the foregoing relatesindemnifying Party shall not be required to give. In addition, the indemnifying Party shall be subrogated to the rights of the indemnified Party against any third party, and such indemnified Party hereby assigns to the indemnifying Party all claims, causes of action and other rights which the indemnified Party may then have against any third party, including Affiliates and sublicensees and, in the case of SPI, against any contract manufacturer of Product, with respect to the claim, suit or proceeding. Conversely, and without in any way limiting the obligation of either Party to indemnify the other Party as herein provided, to the extent that any Party fails to perform its indemnification obligations under this Article 10, such Party owing a duty of indemnification hereby assigns to the other Party all claims, cause of action and other rights which the Party owing such duty may then have against any third party, including Affiliates and sublicensees and, in the case of SPI, against any contract manufacturer of Product, with respect to the claim, suit or proceeding.

Indemnification Process. If In the case of any action claim asserted by a third party against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be brought against either given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party”) promptly after such Indemnified Party") in respect Party has actual knowledge of any claim as to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3sought, and the Indemnified Party shall promptly notify permit the Indemnifying Party in writing, specifying (at the nature expense of such Indemnifying Party) to assume the action and defense of any claim or any litigation resulting therefrom; provided that (a) the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party's expense , no Indemnifying Party, in all reasonable respects in connection with the defense of any such actionclaim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. The In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party may upon written notice might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of BIOLITEC to conduct its business, or that the Indemnified Party undertake may have available to control and conduct all proceedings it one or negotiations more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewithrespect of such claim or any litigation relating thereto, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right at all times to employ separate counsel take over and participate in assume control over the defense, settlement, negotiations or litigation relating to any such claim at Indemnified Party's the sole cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and expenseassume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The In the event that the Indemnifying Party shall reimburse does not accept the defense of any matter as above provided, the Indemnified Party upon shall have the full right to defend against any such claim or demand for and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any payments made or loss suffered by it at any time after event, the date of tender, based upon Indemnifying Party and the judgment Indemnified Party shall cooperate in the defense of any court claim or litigation subject to this Section 5.04 and the records of competent jurisdiction or pursuant each shall be available to a bona fide compromise or settlement of claims, demands, or actions, in the other with respect to any damages to which the foregoing relatessuch defense.

Indemnification Process. If In the case of any action claim asserted by a third party against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be brought against either given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party”) promptly after such Indemnified Party") in respect Party has actual knowledge of any claim as to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3sought, and the Indemnified Party shall promptly notify permit the Indemnifying Party in writing, specifying (at the nature expense of such Indemnifying Party) to assume the action and defense of any claim or any litigation resulting therefrom; provided that (a) the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party's expense , no Indemnifying Party, in all reasonable respects in connection with the defense of any such actionclaim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. The In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party may upon written notice might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of Vical to conduct its business, or that the Indemnified Party undertake may have available to control and conduct all proceedings it one or negotiations more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewithrespect of such claim or any litigation relating thereto, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right at all times to employ separate counsel take over and participate in assume control over the defense, settlement, negotiations or litigation relating to any such claim at Indemnified Party's the sole cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and expenseassume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The In the event that the Indemnifying Party shall reimburse does not accept the defense of any matter as above provided, the Indemnified Party upon shall have the full right to defend against any such claim or demand for and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any payments made or loss suffered by it at any time after event, the date of tender, based upon Indemnifying Party and the judgment Indemnified Party shall cooperate in the defense of any court claim or litigation subject to this Section 5.04 and the records of competent jurisdiction or pursuant each shall be available to a bona fide compromise or settlement of claims, demands, or actions, in the other with respect to any damages to which the foregoing relatessuch defense.

Indemnification Process. If any action shall be brought against either party (the "Indemnified Party") in respect The Party that intends to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of claim indemnification under this Section 10.3, the Indemnified Party shall promptly notify the Indemnifying indemnifying Party in writingwriting of any Claim in respect of which the indemnified Party intends to claim such indemnification, specifying and the nature indemnifying Party shall have sole control of the action and defense and/or settlement thereof, using counsel selected by the total monetary amount sought or other such relief as is sought thereinindemnifying Party. The Indemnified indemnity obligations under this Section 13 shall not apply to amounts paid in settlement of any action with respect to a Claim if such settlement is effected without the prior express written consent of the indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnifying Party may not settle or otherwise consent to an adverse judgment in any action with respect to a Claim that diminishes the rights or interests of the indemnified Party without the prior express written consent of the indemnified Party, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the indemnifying Party within a reasonable time after notice of any such Claim, or the commencement of any action with respect to such Claim, to the extent prejudicial to the indemnifying Party’s ability to defend such Claim, shall relieve such indemnifying Party of any liability to the indemnified Party under this Section with respect thereto. The indemnified Party, its employees and agents, shall at the indemnifying Party’s expense, reasonably cooperate with the Indemnifying indemnifying Party at and its legal representatives in the Indemnifying Party's expense in all reasonable respects in connection with the investigation and defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right to employ separate counsel and participate in the defense, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relatesClaim.

Indemnification Process. If any action shall be brought against either party (the "Indemnified Party") in respect For this indemnification to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3apply, the Indemnified Party shall an indemnitee must promptly notify the indemnifying Party in writing upon receipt of notice of any Claim, but in no event later than ten (10) days after such receipt, and must permit indemnifying Party’s attorneys and personnel, at indemnifying Party’s discretion and cost, to handle and control the defense of such Claim, provided, however, that failure to provide such notice shall not relieve indemnifying Party of its indemnification obligations except to the extent that the indemnifying Party’s ability to defend such Claim is materially, adversely affected by such failure. Indemnifying Party in writing, specifying shall not make any settlement admitting fault or incur any liability on the nature part of the action and the total monetary amount sought indemnified Party without indemnified Party’s prior written consent, such consent not to be unreasonably withheld or other such relief as is sought thereindelayed. The Indemnified indemnified Party shall cooperate with the Indemnifying indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with regarding the defense of any such actionClaim, at indemnifying Party’s expense. The Indemnifying indemnified Party may upon written notice shall be entitled to Indemnified retain counsel of its choice at its own expense. In the event a Claim falls under this indemnification clause, in no event shall the indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewithcompromise, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend otherwise admit any such action, including liability with respect to any Claim without the employment prior written consent of counsel which shall be reasonably satisfactory to Indemnified the indemnifying Party, and payment of all reasonably incurred expensessuch consent not to be unreasonably withheld or delayed. Indemnified Party shall have the right to employ separate counsel and participate in the defense< Institution> CTA EXCEPT FOR (I) A PARTY’S INTENTIONAL MISCONDUCT, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tenderOR (II) THE PARTIES’ OBLIGATIONS TO INDEMNIFY EACH OTHER PURSUANT TO THIS AGREEMENT, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claimsNEITHER PARTY SHALL BE LIABLE FOR SPECIAL, demandsCONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, or actions, in respect to any damages to which the foregoing relatesEVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

Indemnification Process. If Each Party shall give the other Party prompt written notice of any action shall be brought against either party (the "Indemnified Party") in respect event or assertion of which such Party obtains knowledge concerning any Damages and as to which indemnity a Party may be sought from request indemnification hereunder, provided, however, that failure to give such notice will not affect the other party (the "Indemnifying indemnified Party") pursuant ’s rights furnished hereunder unless, and then solely to the provisions of Section 10.3extent that, the Indemnified Party shall promptly notify the Indemnifying Party in writing, specifying the nature rights of the action and the total monetary amount sought or other indemnifying Party are materially prejudiced as a result of such relief as is sought thereinfailure. The Indemnified Party Parties shall cooperate with each other in determining the Indemnifying Party at validity of any claim or assertion requiring indemnity hereunder and in defending against third parties with respect to the Indemnifying Party's expense in all reasonable respects in connection with the same. The defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to litigation shall be within the control and conduct all proceedings or negotiations in connection therewithof the indemnifying Party; provided, assume and control however, that the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment indemnifying Party’s choice of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expensesthe Party seeking indemnification. Indemnified The indemnified Party shall have the right to employ separate counsel and may participate in the defensedefense of any claim or assertion requiring indemnity hereunder and, in such event, such Party shall cooperate fully in connection therewith. If the indemnifying Party fails to perform any of its obligations under this Section 5, then the other Party may directly assume the defense of the claim or assertion at Indemnified Party's sole cost issue, and expensethe indemnifying Party shall promptly reimburse the other Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection therewith. The Indemnifying Parties hereby agree not to settle or compromise any such third-party suit, claim or proceeding without prior written consent of the Party seeking indemnification, which consent shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relatesnot be unreasonably withheld.

Indemnification Process. If any action shall be brought against either party (the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3, the The Indemnified Party shall promptly notify the Indemnifying indemnifying party in writing of any Third Party in writingClaim for which such party believes it is entitled to be indemnified pursuant to Section 7(a)(i) or Section 7(a)(ii), specifying stating the nature and basis of the action and Third Party Claim, to the total monetary amount sought or other such relief as is sought thereinextent known. The Indemnified Party shall cooperate with the Indemnifying Party indemnifying party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right to employ separate counsel and participate in the defense, at Indemnified Party's indemnifying party’s sole cost and expense. The Indemnifying indemnifying party shall promptly assume control of the defense and shall employ counsel to handle and defend the same, at the indemnifying party’s sole cost and expense. The Indemnified Party may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The foregoing notwithstanding, the Indemnified Party shall reimburse be entitled to participate in the defense of such Third Party Claim and to employ counsel at its own expense to assist in the handling of such claim, except that the Indemnified Party’s legal expenses in exercising this right shall be deemed legal expenses subject to indemnification hereunder to the extent that (x) the indemnifying party fails or refuses to assume control over the defense of the Third Party Claim; or (y) the Indemnified Party upon demand for any payments made deems it reasonably necessary to file an answer or loss suffered by it at any time after take similar action to prevent the date entry of tendera default judgment, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demandstemporary restraining order, or actionspreliminary injunction against it. The indemnifying party shall not settle any Third Party Claim without the Indemnified Party’s prior written consent, in respect which shall not be unreasonably withheld or delayed. The Indemnified Party’s failure to perform any damages obligations under this Section will not relieve the indemnifying party of its obligations under this Section, except to which the foregoing relatesextent that the indemnifying party can demonstrate that it has been prejudiced as a result of such failure.

Indemnification Process. If any action shall be brought against either party A Party seeking indemnification under this Section 10 (the "“Indemnified Party"”) in respect must give prompt written notice thereof to which indemnity may be sought from the other party (the "“Indemnifying Party") pursuant ”). The Indemnifying Party shall have the right to defend any such claim or demand subject to the provisions right of Section 10.3, the Indemnified Party to participate with counsel of its choice in such defense, but the fees and expenses of such additional counsel shall promptly notify be at the Indemnifying Party in writing, specifying the nature expense of the action and the total monetary amount sought or other such relief as is sought thereinIndemnified Party. The Indemnified Party shall cooperate fully in all respects with the Indemnifying Party at in any such compromise, settlement or defense, including, without limitation, by making available all pertinent information and personnel under its control to the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings will not compromise or negotiations in connection therewithsettle any claim or demand (other than, assume and control after consultation with the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and a claim or demand to be settled by the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. payment of all reasonably incurred expenses. Indemnified Party shall have money damages and/or the right to employ separate counsel and participate in granting of releases) without the defense, at prior written consent of the Indemnified Party's sole cost and expense. The Indemnifying Party , which consent shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relatesnot be unreasonably withheld.

Indemnification Process. If The party seeking indemnification shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) business days after receiving notice thereof, to the Purchaser or the Company, as the case may be, of the assertion of any claim, or the commencement of any suit, action shall be brought against either or proceeding, by any Person not a party (the "Indemnified Party") hereto in respect to of which indemnity may be sought from the other party under this Agreement (the "Indemnifying Party") pursuant which notice shall, to the provisions extent such information is reasonably available, specify in reasonable detail the nature and amount of Section 10.3such claim). After such notice, the Indemnified Party shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party indemnifying party shall have the right to employ separate counsel and assume the defense; provided, however, that such indemnified party shall have the right to participate at its own expense in the defensedefense of such action; and provided, at Indemnified Party's sole cost and expense. The Indemnifying Party further, that the indemnifying party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after not consent to the date of tender, based upon the judgment entry of any court judgment or enter into any settlement, except with the written consent of competent jurisdiction such indemnified party (which consent shall not be unreasonably withheld), that (a) fails to include as an unconditional term thereof the giving by the claimant or pursuant plaintiff to such indemnified party of a bona fide compromise or settlement of claims, demands, or actions, release from all liability in respect of any such action or (b) grants the claimant or plaintiff any injunctive relief against the indemnified party. Any failure to any damages give prompt notice under this Section 7(c) shall not bar an indemnified party’s right to which claim indemnification under this Section 7, except to the foregoing relatesextent that an indemnifying party shall have been harmed by such failure.

Indemnification Process. If Each Party’s indemnification obligations hereunder are conditioned upon the indemnified party: (a) promptly notifying the indemnifying Party of any action shall be brought against either party (the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3, the Indemnified Party shall promptly notify the Indemnifying Party claim in writing, specifying provided the nature failure to provide such notice will not diminish the indemnifying Party’s indemnity obligations hereunder except and only to the extent the indemnifying Party forfeits rights or defenses by reason of such failure; (b) giving the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party indemnifying Party, at the Indemnifying indemnifying Party's expense in all ’s expense, reasonable respects assistance and information requested by the indemnifying Party in connection with the defense or settlement or both of the indemnifiable claim; and (c) granting the indemnifying Party sole control of the defense, management, and settlement of the claim and the right to make counterclaims pertaining to any such indemnifiable claim in the name and on behalf of the indemnified Party. Any settlement by the indemnifying Party requiring the indemnified party to make any admission of liability will be subject to the indemnified party’s written approval in its sole discretion. The indemnified party will have the right to participate in the defense of any such action. The Indemnifying Party may upon written notice indemnifiable claim with counsel selected by it, at its expense, subject to Indemnified Party undertake the indemnifying Party’s right to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof. Further, each Party agrees to reasonably cooperate with the other Party’s insurance carrier in connection with any Losses and if it so undertakesindemnifiable claims, it shall also undertake all as applicable. In no event will either Party be liable to the other required steps or proceedings to settle any third-party for claims (whether direct or defend any such actionindirect) caused by or incurred as a result of the Party’s own negligence, including acts or omissions or its employees or agents in connection with the employment Reseller Agreement. Further, an indemnifying Party’s indemnification obligations hereunder will not extend to the percentage of counsel which shall be reasonably satisfactory a claimant’s indemnifiable claims attributable to Indemnified Partythe indemnitee’s negligence or other fault, and payment breach of all reasonably incurred expenses. Indemnified Party shall have the right contract or warranty, or to employ separate counsel and participate in the defense, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based strict liability imposed upon the judgment indemnitee as a matter of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relateslaw.

Indemnification Process. If The indemnification obligations hereunder shall require that promptly after either party receives a threat of any such action, or a notice of the commencement or filing of any action shall be brought against either party (the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant subject to the provisions of this Section 10.313, the Indemnified Party NDCHealth or Arclight, as applicable, shall promptly notify the Indemnifying Party in writingindemnifying party and tender the matter to the indemnifying party for resolution or litigation, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right to employ separate counsel and participate in the defense, at Indemnified Party's indemnifying party’s sole cost and expense. The Indemnifying Party failure to notify the indemnifying party shall reimburse Indemnified Party not relieve it from any liability which it may have under this Section 13, except to the extent it has been materially prejudiced by such failure. The indemnifying party shall keep the other party reasonably apprised of the continuing status of the claims or actions covered by this Section, including any lawsuits resulting therefrom, and shall permit the other party, upon demand for any payments made its written request, to participate (at the indemnified party’s own expense) in the defense or loss suffered by it at any time after the date of tender, based upon the judgment settlement of any court such claim or action. Each indemnified party, as a condition of competent jurisdiction the indemnity obligations contained in this Section 13 shall cooperate with the indemnifying party in the defense and settlement of any such claim or pursuant to a bona fide action. In any claim or action, the defense of which is controlled by the indemnifying party, the indemnifying party shall not, without the indemnified party’s prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), compromise or settle such claim if: (a) such compromise or settlement would: (i) impose an injunction or other equitable relief upon the indemnified party (except with regard to the use of claimsany infringing intellectual property); and/or (ii) result in any finding, demands, admission or actions, in the like with respect to any damages the indemnified party or its business, assets or properties; or (b) such compromise or settlement does not include a release of the indemnified party (fully funded under this Section 13 by the indemnifying party) from all liability relating to such claim for which the foregoing relatesindemnified party is entitled to be indemnified.

Indemnification Process. If For this indemnification to apply, an indemnitee must immediately notify the indemnifying Party in writing upon receipt of notice of any action Claim, but in no event later than ten (10) days after such receipt, and must permit indemnifying Party’s attorneys and personnel, at indemnifying Party’s discretion and cost, to handle and control the defense of such Claim, provided, however, that failure to provide such notice shall be brought against either party (the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant not relieve indemnifying Party of its indemnification obligations except to the provisions of Section 10.3extent that the indemnifying Party’s ability to defend such Claim is materially, the Indemnified adversely affected by such failure. Indemnifying Party shall promptly notify not make any settlement admitting fault or incur any liability on the Indemnifying Party in writing, specifying the nature part of the action and the total monetary amount sought indemnified Party without indemnified Party’s prior written consent, such consent not to be unreasonably withheld or other such relief as is sought thereindelayed. The Indemnified indemnified Party shall cooperate with the Indemnifying indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with regarding the defense of any such actionClaim, at indemnifying Party’s expense. The Indemnifying indemnified Party may upon written notice shall be entitled to Indemnified retain counsel of its choice at its own expense. In the event a Claim falls under this indemnification clause, in no event shall the indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewithcompromise, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend otherwise admit any such action, including liability with respect to any Claim without the employment prior written consent of counsel which shall be reasonably satisfactory to Indemnified the indemnifying Party, and payment of all reasonably incurred expensessuch consent not to be unreasonably withheld or delayed. Indemnified Party shall have the right to employ separate counsel and participate in the defenseEXCEPT FOR (I) THE PARTIES’ OBLIGATIONS TO INDEMNIFY EACH OTHER PURSUANT TO THIS AGREEMENT, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tenderNEITHER PARTY SHALL BE LIABLE FOR SPECIAL, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claimsCONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, demands, or actions, in respect to any damages to which the foregoing relatesEVEN IF ADVISED OF THE POSSIBILITY OF THE SAME.

Indemnification Process. If any action Distributor Indemnitee or Supplier Indemnitee (as applicable, the “Indemnitee”) shall be brought against either party give the other Party from whom indemnity is being sought (the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "“Indemnifying Party"”) pursuant prompt written notice of the Third Party claims (provided that any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification, except to the provisions of Section 10.3, the Indemnified Party shall promptly notify extent such delay or failure materially prejudices the Indemnifying Party in writing, specifying Party’s ability to defend against the nature of the action and the total monetary amount sought or other such relief as is sought thereinrelevant claims). The Indemnified Party Indemnitee shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right to employ separate assume the defense (at its own expense) of any such Third Party claim through counsel and of its own choosing. The Indemnitee shall have the right to participate in the defensedefense thereof and to employ counsel, at Indemnified its own expense, separate from the counsel employed by the Indemnifying Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified not settle or otherwise resolve any such Third Party upon demand for any payments made or loss suffered claim (a) unless such settlement imposes only a monetary obligation on the Indemnitee, which obligation will be indemnified by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demandsIndemnifying Party, or actions(b) without the prior written consent of the Indemnitee, in respect which such consent shall not to any damages to which the foregoing relatesbe unreasonably withheld, conditioned or delayed.

Indemnification Process. If In the case of any action claim asserted by a third party against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be brought against either given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party”) promptly after such Indemnified Party") in respect Party has actual knowledge of any claim as to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3sought, and the Indemnified Party shall promptly notify permit the Indemnifying Party in writing, specifying (at the nature expense of such Indemnifying Party) to assume the action and defense of any claim or any litigation resulting therefrom; provided that (a) the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party's expense , no Indemnifying Party, in all reasonable respects in connection with the defense of any such actionclaim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. The In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party may upon written notice might be expected to affect adversely the Indemnified Party’s tax liability or the ability of JUVARIS to conduct its business, or that the Indemnified Party undertake may have available to control and conduct all proceedings it one or negotiations more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewithrespect of such claim or any litigation relating thereto, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right at all times to employ separate counsel take over and participate in assume control over the defense, settlement, negotiations or litigation relating to any such claim at Indemnified Party's the sole cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and expenseassume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The In the event that the Indemnifying Party shall reimburse does not accept the defense of any matter as above provided, the Indemnified Party upon shall have the full right to defend against any such claim or demand for and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any payments made or loss suffered by it at any time after event, the date of tender, based upon Indemnifying Party and the judgment Indemnified Party shall cooperate in the defense of any court claim or litigation subject to this Section 5.04 and the records of competent jurisdiction or pursuant each shall be available to a bona fide compromise or settlement of claims, demands, or actions, in the other with respect to any damages to which the foregoing relatessuch defense.

Indemnification Process. If In the case of any action claim asserted by a third party against a party entitled to indemnification under this Agreement (the “Indemnified Party”), notice shall be brought against either given by the Indemnified Party to the party required to provide indemnification (the "“Indemnifying Party”) promptly after such Indemnified Party") in respect Party has actual knowledge of any claim as to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3sought, and the Indemnified Party shall promptly notify permit the Indemnifying Party in writing, specifying (at the nature expense of such Indemnifying Party) to assume the action and defense of any claim or any litigation resulting therefrom; provided that (a) the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (b) the Indemnified Party may participate in such defense at such Indemnified Party’s expense, and (c) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission results in a failure of actual notice to the Indemnifying Party and such Indemnifying Party is materially damaged as a result of such failure to give notice. Except with the prior written consent of the Indemnified Party's expense , no Indemnifying Party, in all reasonable respects in connection with the defense of any such actionclaim or litigation, shall consent to entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. The In the event that the Indemnified Party shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party may upon written notice might be expected to affect adversely the Indemnified Party’s Tax liability or the ability of Freeze Tag to conduct its business, or that the Indemnified Party undertake may have available to control and conduct all proceedings it one or negotiations more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in connection therewithrespect of such claim or any litigation relating thereto, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified Party shall have the right at all times to employ separate counsel take over and participate in assume control over the defense, settlement, negotiations or litigation relating to any such claim at Indemnified Party's the sole cost of the Indemnifying Party; provided that if the Indemnified Party does so take over and expenseassume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The In the event that the Indemnifying Party shall reimburse does not accept the defense of any matter as above provided, the Indemnified Party upon shall have the full right to defend against any such claim or demand for and shall be entitled to settle or agree to pay in full such claim or demand with the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. In any payments made or loss suffered by it at any time after event, the date of tender, based upon Indemnifying Party and the judgment Indemnified Party shall cooperate in the defense of any court claim or litigation subject to this Section 5.04 and the records of competent jurisdiction or pursuant each shall be available to a bona fide compromise or settlement of claims, demands, or actions, in the other with respect to any damages to which the foregoing relatessuch defense.

Indemnification Process. If In the event that any action shall be brought against either party (the "Indemnified Party") in respect indemnified Party intends to which indemnity may be sought from the other party (the "Indemnifying Party") pursuant to the provisions of Section 10.3, the Indemnified Party claim indemnification under this Article 10 it shall promptly notify the Indemnifying other Party (the “indemnifying Party”) in writing, specifying the nature writing of the action and the total monetary amount sought or other such relief as is sought thereinalleged claim. The Indemnified indemnifying Party shall have the sole right to control the defense and settlement thereof. The indemnified Party shall cooperate with the Indemnifying indemnifying Party at and its legal representatives in the Indemnifying Party's expense in all reasonable respects in connection with the defense investigation of any such action, claim or liability covered by this Article 10. The Indemnifying Party may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to Indemnified Party, and payment of all reasonably incurred expenses. Indemnified indemnified Party shall have the right to employ separate counsel and participate in the defensenot, except at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for its own cost, voluntarily make any payments made payment or loss suffered by it at incur any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in expense with respect to any damages to claim or suit without the prior written consent of the indemnifying Party, which the foregoing relates.indemnifying Party shall not be required to give. In addition, the indemnifying Party shall be subrogated to the rights of the indemnified Party against any third party, and such indemnified Party hereby assigns to the indemnifying Party all claims, causes of action and other rights which the indemnified Party may then have against any third party, including Affiliates and sublicensees and, in the case of SPI, against any contract manufacturer of Product, with respect to the claim, suit or proceeding. Conversely, and without in any way limiting the obligation of either Party to indemnify the other Party as herein provided, to the extent that any Party fails to perform its indemnification obligations under this Article 10, such Party owing a duty of indemnification hereby assigns to the other Party all claims, cause of action and other rights which the Party owing such duty may then have against any third party, including Affiliates and sublicensees and, in the case of SPI, against any contract manufacturer of Product, with respect to the claim, suit or proceeding. Article 11 CONFIDENTIALITY 11.1

Indemnification Process. If any action shall be brought against either party The Person seeking indemnification (the "Indemnified Party"“Indemnitee”) in respect hereunder shall give notice to the indemnifying Party promptly upon receipt of written notice of the potential Third Party Claim for which indemnity indemnification may be sought from under this Agreement. The Indemnitee shall permit the other party (indemnifying Party to assume the "Indemnifying Party") pursuant defense or disposition of any such Third Party Claim or related litigation, provided that counsel is reasonably acceptable to the provisions of Section 10.3Indemnitee; and provided further, that the Indemnified indemnifying Party shall promptly notify not make any settlement admitting fault or incur any liability on the Indemnifying Party in writing, specifying the nature part of the action and the total monetary amount sought Indemnitee without its written consent, such consent not to be unreasonably withheld or other such relief as is sought thereindelayed. The Indemnified Party Indemnitee shall cooperate with the Indemnifying indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with respect to the defense of any such actionThird Party Claim, with the out-of-pocket costs of the Indemnitee to be reimbursed by the indemnifying Party. The Indemnifying Indemnitee shall be entitled to retain counsel of its choice (at is own expense) to participate in, but not control (except as provided below), the defense of any Third Party may upon written notice Claim. The Indemnitee shall be entitled to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and of such Third Party Claim at the indemnifying Party’s expense if it so undertakes, it shall also undertake all other required steps (a) the indemnifying Party has failed to assume the defense of such Third Party Claim in a reasonably prompt manner or proceedings to settle or defend any such action, including the employment of with counsel which shall be reasonably satisfactory to Indemnified Partythe Indemnitee or (b) 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 applicable law, and payment of all reasonably incurred expensesethical rules or equitable principles. Indemnified Party In no event shall have the right to employ separate counsel and participate in the defenseIndemnitee compromise, at Indemnified Party's sole cost and expense. The Indemnifying Party shall reimburse Indemnified Party upon demand for settle or otherwise admit any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in liability with respect to any damages claim without the prior written consent of the indemnifying Party (such consent not to which the foregoing relatesbe unreasonably withheld or delayed).