Common use of Indemnity Clause in Contracts

Indemnity. 11.1 Novartis shall indemnify, defend and hold harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any loss, damage, action, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis Lessee shall indemnify, defend and hold keep harmless EmisphereLessor and any Assignee (as defined in Section 17), its affiliatesand their respective members, agents, directorsmanagers, officers agents and employees (each, an "Indemnitee"), from and against any and all Claims (other than such as may directly and proximately result from the actual, but not imputed, gross negligence or willful misconduct of such Indemnitee), by paying or otherwise discharging same, when and as such Claims shall become due. Lessee agrees that the indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as (1) no Default or Event of Default has occurred and is then continuing, (2) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (3) Lessee is financially capable of satisfying its obligations under this Section, (4) Lessor approves the defense counsel selected by Lessee, and (5) there is no reasonable risk of criminal liability being imposed on Lessor or any of its Indemnitees as a result of such Claim. The term "Claims" shall mean all claims, allegations, ▇▇▇▇▇, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), financing or securitization losses or charges, other charges that Lessor (or any of its affiliates) has incurred or for which it is responsible, in the nature of interest, Liens, financing charges and any other costs (including attorneys' fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (A) any Lease Document, including the performance, breach (including any Default or Event of Default) or enforcement of any of the terms thereof, or any early repayment of Lessee’s obligations under the Lease Documents (whether pursuant to acceleration, liquidation or otherwise) or any early termination of the Lease, or (B) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which the Equipment may be located from time to time, or (C) the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession of any property to which it may be attached from time to time, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used, possessed or operated, during the term of any Schedule with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, actiondestruction, proceedingtheft, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunderremoval, (ii) the developmentreturn, manufacture, use, handling, storagesurrender, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductthe Equipment, or (iv) any item thereof, including Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other reason whatsoever. If any Claim is made against Lessee or an Indemnitee, the breach by Novartis party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Lessee of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreementobligation hereunder. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify, defend The Company agrees to indemnify and hold save harmless Emisphere, its affiliates, agents, directors, officers Executive from all liability and employees from and against any loss, damage, action, proceeding, expense or liability costs incurred (including reasonable attorney’s fees's fees and disbursements) (“Loss”) arising as a consequence of claims by third parties, whether or not derivatively on behalf of the Company, resulting from or in connection with growing out of (i) Executive's status as, or as a result of his having been an officer or director of the practice by Novartis Company or any Affiliate of any license granted hereunderParent, in each case, from and after the date hereof, or (ii) the development, manufacture, use, handling, storage, sale or other disposition performance bonds issued prior to the date of any Product by Novartis, its Affiliates or sublicensees, this Agreement and set forth on Schedule "A" hereto (iiithe "Performance Bonds") Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the full extent permitted by law. Executive represents and warrants that no claim or demand has been asserted or, to his knowledge, has been threatened to be asserted with respect to such Losses result Performance Bonds. In no event shall the terms, provisions and conditions of the indemnity provided for hereunder be less than the same as those presently provided for under the Articles of Incorporation and By-Laws of the Company to the extent permitted by law. Said terms, provisions and conditions of indemnity shall remain an independent, contractual obligation of the Company to Executive from and after the gross negligence date hereof regardless of how the Company might hereafter amend or willful misconduct change its Articles of any Emisphere Indemnitee Incorporation or the breach by Emisphere By-Laws to provide for different terms, conditions and provisions of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, indemnity for other officers and employees from directors of the Company. In the event the Company should amend its Articles of Incorporation or By-Laws to provide for different terms, conditions and provisions of indemnity after the effective date hereof, Executive shall be notified in writing of the change. Executive shall thereafter have thirty (30) days to elect in writing to accept the changed conditions of indemnity as a modification to the Company's contractual obligation hereunder or to continue under the terms of indemnity as provided for herein. The Company's agreement to provide indemnity hereunder shall survive the termination of this contract regardless of the cause of termination. Subject to applicable law, the Company shall advance, promptly as incurred, reasonable fees and disbursements of counsel for Executive in defending Executive against any Loss arising from or in connections with claims for which the Company would be so required to indemnify Executive; provided (i) the practice by Emisphere Executive shall otherwise comply with such mandatory requirements of any license granted hereunderDelaware law as may be required for such indemnification, and (ii) Emisphere’s failure Executive shall cause his counsel to manufacture Commercial Carrier supplied cooperate fully in good faith with such requests as the Company or its counsel may reasonably make in order to Novartis hereunder in accordance endeavor to minimize such legal fees, but consistent with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the providing an adequate defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimExecutive.

Indemnity. 11.1 Novartis shall indemnify, defend Debtor hereby indemnifies and agrees to hold harmless EmisphereLender, and its affiliates, agentsofficers, directors, officers employees, agents and employees representatives (each an “Indemnified Person”) from and against any lossand all liabilities, damageobligations, actionclaims, proceedinglosses, expense damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements of any kind or nature (including attorney’s fees) (collectively, the “LossClaims”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising from or in connection with the Loan Documents, the Indebtedness or the Collateral (i) including without limitation, the practice by Novartis enforcement of the Loan Documents and the defense of any license granted hereunderIndemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (iia) a court of competent jurisdiction enters a final judgment as to the development, manufacture, use, handling, storage, sale or other disposition extent and effect of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ the alleged gross negligence or willful misconduct, or (ivb) the breach Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereIndemnified Person’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere . The indemnification provided for in this Agreement, except, in each case, to Section shall survive the extent such Losses result from the gross negligence or willful misconduct termination of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), Agreement and shall cooperate as requested (extend and continue to benefit each individual or entity that is or has at the expense of the Indemnifying Party) in the defense of the claimany time been an Indemnified Person hereunder.

Indemnity. 11.1 Novartis Tenant hereby releases all Indemnified Parties, and shall indemnify, protect, defend and hold the Indemnified Parties harmless Emispherefrom any and all claims, its affiliatesjudgments, agentsdamages, directorsliabilities, officers losses, sums paid in settlement of claims, costs and employees from expenses (including, but not limited to, reasonable attorneys’ fees and against any losslitigation costs), damageobligations, liens and causes of action, proceedingwhether threatened or actual, expense direct or liability indirect (including attorney’s fees) (collectively, “LossClaims”) arising ), which arise in any way, directly or indirectly, resulting from or in connection with (i) with, in whole or in part, Tenant’s or Tenant’s Parties’ activities in, on or about the practice by Novartis Premises or Project, including, without limitation, Tenant’s breach or default of any license granted hereunderobligation of Tenant to be performed under the terms of this Lease, (ii) the developmentconduct of Tenant’s business, manufacture, use, handling, storage, sale the nonobservance or other disposition nonperformance of any Product by Novartislaw, its Affiliates ordinance or sublicensees, (iii) Novartis’ gross regulation or the negligence or willful misconductmisconduct of Tenant or Tenant’s Parties, the buildings and improvements located on the Project becoming out of repair, the leakage of gas, oil, water, steam or electricity emanating from their usual conduits, or (iv) due to any cause whatsoever; except injury to persons or damage to property the breach by Novartis sole cause of any warrantywhich is the active, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee Landlord, or the breach by Emisphere wrongful failure of Landlord to repair any part of the Project which Landlord is obligated to repair and maintain hereunder within a reasonable time after the receipt of written notice from Tenant of needed repairs. Landlord shall not be liable to Tenant for any damages arising from any act, omission or neglect of any warranty, representation, covenant or agreement made by Emisphere other tenant in the Project. Tenant acknowledges and agrees that notwithstanding anything to the contrary contained in this Agreement. 11.2 Emisphere Lease, all property stored or placed by Tenant or Tenant’s Parties (or anyone claiming by, through or under Tenant or Tenant’s Parties), in or about the Premises or Project will be so stored or placed at the sole risk of Tenant and in no event shall Landlord be liable to Tenant or any other party for any loss, theft, damage, or destruction to such property. In addition to the indemnity set forth above, ▇▇▇▇▇▇ hereby agrees to indemnify, defend and hold Landlord harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from and all Claims that arise from, or are in connections with (i) any way related to, the practice by Emisphere loss, theft, damage, or destruction of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementproperty. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify7.1 Vequity hereby agrees to defend, defend indemnify and hold InfoSpace and its officers, directors and Affiliates harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any lossand all damages, damageliabilities, action, proceeding, expense or liability costs and expenses (including reasonable attorney’s 's fees) incurred by InfoSpace as a result of any third party claim arising out of (“Loss”a) arising from a breach or in connection with alleged breach by Vequity of any representation or warranty of this Agreement or (b) a claim that the Vequity Site, Vequity Enhancement Data, or any content, ads or other materials on the Vequity Web Site, Vequity Enhancement Data or PageExpress web site or affiliated web site is misappropriate, violate or infringe upon any law, Intellectual Property Rights, contract rights or privacy rights, provided, however, that InfoSpace (i) the practice by Novartis gives Vequity prompt notice of any license granted hereundersuch claim or action, (ii) allows Vequity sole control of the developmentdefense or any settlement (provided that Vequity shall not, manufacturewithout the consent of InfoSpace, useenter into any settlement that reasonably can be expected to require a material affirmative obligation of, handling, storage, sale result in any ongoing material liability to or other disposition of materially prejudice InfoSpace in any Product by Novartis, its Affiliates or sublicensees, way) and (iii) Novartis’ gross negligence or willful misconductprovides reasonable cooperation, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptat Vequity's reasonable expense, in each case, to Vequity's defense or settlement of the extent such Losses result from the gross negligence claim or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreementaction. 11.2 Emisphere shall indemnify7.2 InfoSpace hereby agrees to defend, defend indemnify and hold Vequity and its officers, directors and Affiliates harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss and all damages, liabilities, loss, costs and expenses (including reasonable attorney's fees) incurred by Vequity as a result of any third party claim arising from out of (a) a breach or in connections with alleged breach by InfoSpace of any representation or warranty of this Agreement or (b) a claim that InfoSpace Network violates or infringe upon any Intellectual Property Rights, contract rights or privacy rights (excepting material provided under Section 7.1), provided, however, that Vequity (i) the practice by Emisphere gives InfoSpace prompt notice of any license granted hereundersuch claim or action, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and allows InfoSpace sole control of the defense or any settlement (provided that InfoSpace shall not, without the consent of Vequity, enter into any settlement that reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to or materially prejudice Vequity in any way) and (iii) provides reasonable cooperation, at InfoSpace's expense, in InfoSpace's defense or settlement of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimor action.

Indemnity. 11.1 Novartis Each of the Parties shall jointly and severally indemnify, defend and hold save harmless Emispherethe Escrow Agent and its affiliates and their respective successors, its affiliates, agentsassigns, directors, officers officers, agents and employees (the “Indemnitees”) from and against any lossand all losses, damagedamages, actionclaims, proceedingliabilities, expense penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or liability expenses (including attorney’s feesthe reasonable fees and expenses of in house or one outside counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively “LossEscrow Agent Losses”) arising from out of or in connection with (ia) the practice by Novartis Escrow Agent’s execution and performance of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, excepttax reporting or withholding, the enforcement of any rights or remedies under or in each caseconnection with this Agreement, or as may arise by reason of any act, omission or error of the Indemnitee, except to the extent that such Escrow Agent Losses result from have been caused by the bad faith, gross negligence or willful misconduct of the Escrow Agent or any Emisphere Indemnitee such Indemnitee, or (b) its following any instructions or other directions from Buyer or Holdings, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Escrow Agent or the breach by Emisphere termination of this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any warrantyreasonable claim for indemnification, representationexpenses and amounts due hereunder. In furtherance of the foregoing, covenant the Escrow Agent is expressly authorized and directed, but shall not be obligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Fund for its own account or agreement made for the account of an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under this Section 8. Notwithstanding anything to the contrary herein, Buyer and Holdings agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable fees and expenses of the Escrow Agent described in Section 7) shall be borne by Emisphere in the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Buyer and one-half by Holdings. The provisions of this Section 8 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall (a) The Corporation hereby agrees to indemnify, defend and hold harmless Emispherekeep indemnified in accordance with, its affiliatesand to the fullest extent permitted by the Corporation’s charter and that is lawful, agentsand regardless of any by-law provision to the contrary, directorsIndemnitee, officers and employees from and against any loss, damage, action, proceeding, expense or liability expenses (including attorney’s fees) (“Loss”) arising from or ), judgments, fines, taxes, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with (i) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the practice by Novartis fact that [he/she] is or was an officer or a director of any license granted hereunderthe Corporation or is or was serving at the request of the Corporation as a director, (ii) the developmentofficer, manufactureemployee or agent of another corporation, usepartnership, handlingjoint venture, storage, sale trust or other disposition enterprise and whether or not such action is by or in the right of the Corporation or that other corporation, partnership, joint venture, trust or other enterprise with respect to which the Indemnitee serves or has served. (b) Despite anything to the contrary in subsection (a), the Corporation agrees to indemnify Indemnitee in a suit or proceeding initiated by the Indemnitee only if the Indemnitee acted with the authorization of the Corporation in initiating that suit or proceeding. However, an arbitration proceeding brought under Section 8 shall not be subject to this subsection (b). (c) Except as set forth in Section 5 (Advancement of Expenses), the specific amounts that were actually and reasonably incurred shall be indemnified by the Corporation in the amount submitted by the Indemnitee unless the Board of Directors (the “Board”) determines that the request is unreasonable or unlawful. If the Board so determines and the Board and the Indemnitee cannot agree, any Product disagreement they have shall be resolved by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) a decision of the breach by Novartis arbitrator in an arbitration proceeding pursuant to Section 8. For purposes of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptreferences to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, in each caseofficer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries. (d) Any indemnification payments made to the extent Indemnitee shall be made in a manner that does not cause such Losses result from the gross negligence or willful misconduct of payments to constitute deferred compensation under Treas. Reg. 1.409A-1(b)(10) and any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreementsuccessor thereto. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall Each Pledgor jointly and severally agrees (i) to indemnify, defend reimburse and hold harmless Emispherethe Pledgee and each other Secured Creditor and their respective successors, its affiliatesassigns, agentsemployees, directorsagents and affiliates (individually an “Indemnitee”, officers and employees collectively, the “Indemnitees”) from and against any lossand all obligations, damagedamages, actioninjuries, proceedingpenalties, expense claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereundernature, and (ii) the developmentto reimburse each Indemnitee for all reasonable costs, manufactureexpenses and disbursements, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartisincluding reasonable attorneys’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptfees and expenses, in each casecase arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other TL Secured Financing Documents (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such Losses result from the incurred or arising by reason of gross negligence or willful misconduct of any Emisphere such Indemnitee or (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis Pledgee hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptbe liable, in each case, to the extent such Losses result from the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Novartis Indemnitee or Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the breach by Novartis maximum contribution to the payment and satisfaction of any warranty, representation, covenant or agreement made by Novartis such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement. 11.3 In , the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) full payment of a claim as soon as reasonably practicable after it receives notice all of the claimoutstanding Intermediate Holdco Indebtedness, shall permit the Indemnifying Party to assume direction termination of all Interest Rate Protection Agreements, Other Hedging Agreements, Letters of Credit (and control the full payment of all Unpaid Drawings), Bank Guaranties (and the defense full payment of the claim (including the right to settle the claim solely for monetary considerationall Unreimbursed Payments), and shall cooperate as requested (at the expense payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the Indemnifying Party) in the defense of the claimTermination Date.

Indemnity. 11.1 Novartis 15.1 INDEMNIFICATION BY DISTRIBUTOR FOR NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH. DISTRIBUTOR shall indemnify, defend indemnify and hold harmless EmisphereL&I and its AFFILIATES and their licensors (including, but not limited to, BTG and its affiliateslicensor) and their respective employees, agents, directorsofficers, officers managers, partners and employees directors and each of them (an "L&I Indemnified Party") from and against any lossand all THIRD PARTY claims, damage, causes of action, proceedinglosses, expense or liability damages and costs (including reasonable attorney’s 's fees) of any nature made or asserted against an L&I Indemnified Party or lawsuits or other proceedings filed or otherwise instituted against a L&I Indemnified Party, in each case by a THIRD PARTY (“Loss”hereinafter individually and collectively (an) arising "L&I Loss(es)") resulting from or arising out of the packaging, use, marketing or sale by DISTRIBUTOR its AFFILIATES or their SUBDISTRIBUTORS of PRODUCT in connection with the TERRITORY, but solely to the extent that such L&I Loss(es) arise out of or result from the (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee DISTRIBUTOR, or the breach by Emisphere DISTRIBUTOR of any warranty, representation, covenant of its representations or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from warranties or in connections with (i) the practice by Emisphere of any license granted hereunder, obligations or covenants hereunder and/or (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of or breach of obligations or covenants hereunder by AFFILIATES of DISTRIBUTOR or SUBDISTRIBUTORS of DISTRIBUTOR or its AFFILIATES in performing under or pursuant to or exercising rights under this AGREEMENT. 15.2 INDEMNIFICATION BY L&I FOR NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH. L&I shall indemnify and hold harmless DISTRIBUTOR and its AFFILIATES and their SUBDISTRIBUTORS, and their respective employees, agents, officers, managers, partners and directors and each of them (a "DISTRIBUTOR Indemnified Party") from and against any Novartis Indemnitee and all THIRD PARTY claims, causes of action, losses, damages and costs (including reasonable attorney's fees) of any nature made or asserted against a DISTRIBUTOR Indemnified Party, in each case by a THIRD PARTY (hereinafter individually and collectively (a) "DISTRIBUTOR Loss(es)" resulting from or arising out of the manufacture, use, marketing or sale of PRODUCT in the TERRITORY but solely to the extent that such DISTRIBUTOR Loss(es) arise out of or result from (i) the negligence or willful misconduct of L&I, or the breach by Novartis L&I of any warranty, representation, covenant of its representations or agreement made warranties or obligations or covenants hereunder and/or (ii) the negligence or willful misconduct of or breach of obligations or covenants hereunder by Novartis AFFILIATES of L&I in this Agreement. 11.3 In the event a party seeks indemnification performing under or pursuant to or exercising rights under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimAGREEMENT.

Indemnity. 11.1 Novartis (a) The Issuer and the Indenture Trustee, but only to the extent of the assets in the Trust Estate and without personal recourse to them, agrees that it shall indemnifypay and shall protect, defend indemnify and hold save harmless Emisphere, its affiliates, agents, the Issuer Administrator and the Issuer Administrator’s directors, officers officers, employees, agents and employees servants, and all Persons controlling, controlled by or under common control or otherwise affiliated with the Issuer Administrator (each of the foregoing an “Indemnified Person”) from and against any lossand all losses, damage, action, proceeding, expense or liability liabilities (including attorney’s feesliabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, fees and expenses of counsel) of any nature (“Loss”including, without limitation, under any federal, state or foreign securities laws, rules or regulations) arising from or in connection with relating to this Agreement and the transactions contemplated hereby or by any of the agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (i) all of the practice by Novartis of any license granted hereunderforegoing being collectively referred to as “Indemnified Amounts”); excluding, (ii) however, Indemnified Amounts resulting from the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) misconduct of the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis Issuer Administrator in performing its obligations under this Agreement. If any action, exceptsuit or proceeding arising from any of the foregoing is brought against any Indemnified Person, in each casethe Issuer and the Indenture Trustee, but only to the extent of the assets of the Indenture Trust available therefor and without personal recourse, will resist and defend such Losses result from action, suit or proceeding or cause the gross negligence same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Person or willful misconduct Persons) and shall pay all costs of any Emisphere Indemnitee or the breach defense as incurred unless it is finally determined by Emisphere a court of any warranty, representation, covenant or agreement made by Emisphere in this Agreementcompetent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder. 11.2 Emisphere (b) The Issuer Administrator agrees that it shall indemnifypay and shall protect, defend indemnify and hold save harmless Novartisthe Issuer, its affiliatesDelaware Trustee, Indenture Trustee and Eligible Lender Trustee and their directors, officers, employees, agents directorsand servants, officers and employees all Persons controlling, controlled by or under common control or otherwise affiliated with them (each of the foregoing an “Indemnified Person”) from and against any Loss and all losses, liabilities (including liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, fees and expenses of counsel) of any nature (including, without limitation, under any federal, state or foreign securities laws, rules or regulations) arising from or in connections with relating to this Agreement and the transactions contemplated hereby or by any of the agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (i) all of the practice by Emisphere of any license granted hereunderforegoing being collectively referred to as “Indemnified Amounts”); excluding, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specificationshowever, (iii) Emisphere’s gross Indemnified Amounts resulting from the negligence or willful misconduct, or (iv) misconduct of the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere Indemnified Persons in performing their obligations under this Agreement. If any action, exceptsuit or proceeding arising from any of the foregoing is brought against any Indemnified Person, in each casethe Issuer will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the extent affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is finally determined by a court of competent jurisdiction that such Losses result from Indemnified Person is not entitled to indemnification hereunder. (c) This Section 18 shall survive the gross negligence or willful misconduct termination of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis (a) Subject to Section 7(c), the Escrow Agent shall indemnifybe liable for any losses, defend and hold harmless Emispheredamages, its affiliatesclaims, agentsliabilities, directorspenalties, officers and employees from and against any lossjudgments, damagesettlements, actionactions, proceedingsuits, expense proceedings, litigations, investigations, costs or liability expenses (including attorney’s feeswithout limitation, the reasonable fees and expenses of outside counsel and experts and all expenses of document location, duplication and shipment) (collectively “LossLosses”) arising from of the Founder Group or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, Investor only to the extent such Losses are determined by a court of competent jurisdiction to be a result from of the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereEscrow Agent’s gross negligence or willful misconduct; provided, however, that any liability of the Escrow Agent with respect to, arising from or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere arising in connection with this Agreement, exceptor from all services provided or omitted to be provided under this Agreement, whether in each casecontract, or in tort or otherwise is limited to and shall not exceed the aggregate value of the Founder Shares deposited with the Escrow Agent. (b) The Founder Group and the Investor shall jointly and severally indemnify and hold the Escrow Agent harmless from and against, and the Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to the Escrow Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent Claims”), except to the extent such Losses result from of the gross negligence Escrow Agent’s liability described in Section 7(a). Notwithstanding the foregoing, and except as provided in Section 6, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or willful misconduct reimbursed, as applicable) in equal shares by the members of the Founder Group on the one hand and the Investor on the other hand. (c) The Escrow Agent shall not be liable for any incidental, indirect, punitive, special or consequential damages of any Novartis Indemnitee nature whatsoever, including, but not limited to, loss of anticipated profits, occasioned by a breach of any provision of this Agreement even if apprised of the possibility of such damages. (d) This Section 7 shall survive termination of this Agreement or the breach by Novartis of any warrantyresignation, representation, covenant replacement or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice removal of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely Escrow Agent for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimany reason.

Indemnity. 11.1 Novartis Tenant shall indemnify, protect, defend (by counsel reasonably acceptable to Landlord) and hold harmless EmisphereLandlord and its partners, its affiliatesdirectors, officers, employees, shareholders, lenders, agents, directorscontractors and each of their successors and assigns (collectively, officers and employees "Landlord Indemnities") from and against any lossand all claims, damagejudgments, causes of action, proceedingdamages, expense penalties, costs, liabilities, and expenses, including all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or liability any action or proceeding brought thereon (including attorney’s feescollectively, "Claims"), arising at any time during or after the Term as a result (directly or indirectly) (“Loss”) arising from of or in connection with (i) any default in the practice by Novartis performance of any license granted hereunderobligation on Tenant's part to be performed under the terms of this Lease, or (ii) Tenant's use of the developmentPremises, manufacturethe conduct of Tenant's business or any activity, usework or things done, handlingpermitted or suffered by Tenant in or about the Premises, storagethe Building, sale the Common Area or other disposition portions of any Product the Project, except for claims caused solely by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the Landlord's gross negligence or willful misconduct (such excluded Claims shall be referred to herein as "Landlord Caused Claims"), but specifically including Landlord's negligence (other than gross negligence). The obligations of Tenant under this Section 8.4 shall survive the termination of this Lease with respect to any Emisphere Indemnitee claims or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnifyliability arising prior to such termination. Landlord hereby agrees to protect, defend and indemnify and hold harmless NovartisTenant and Tenant's partners, its affiliatesofficers, directors, shareholders, agents directors, officers and employees (collectively, "Tenant Indemnitees") against and save the Tenant Indemnified Parties harmless from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereundersuch Landlord Caused Claims, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, but only to the extent the Landlord Caused Claims have not otherwise been waived by Tenant pursuant to Section 8.5 below, and are not covered by Tenant's insurance maintained pursuant to this Section 8 (and would not have been covered by such Losses result insurance had Tenant obtained the same as required in this Section 8). Notwithstanding anything to the contrary contained in this Lease, including the indemnities set forth in this Section 8.4, nothing in this Lease (including this Section 8) shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the other from, all liability for consequential damages, including, without limitation, in the case of Tenant, any claim relating to any interruption of or interference with the conduct of Tenant's business. If any action or proceeding is brought against the indemnified party for any Claim against which the indemnifying party is obligated to indemnify the indemnified party hereunder, the indemnifying party upon notice from the gross negligence indemnified party shall defend such action or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (proceeding at the indemnifying party's sole expense of by counsel reasonably acceptable to the Indemnifying Party) in the defense of the claimindemnified party.

Indemnity. 11.1 Novartis 9.1 The Licencee shall indemnify, defend and hold harmless Emisphere, its affiliates, agents, directors, officers and employees Indemnified Parties from and against any lossand all third party claims, damagedemands, actionlosses, proceedingdamages, expense or liability costs and expenses (including attorney’s reasonable legal fees) (“Loss”) arising from or in connection with (i) the practice exercise by Novartis the Licencee or a Sub-Licencee of the rights granted in Clause 2.1 or the actions of the Licencee, a Sub-Licencee or an Affiliate of either of them in relation to a Licenced Product, except to the extent any such claims, demands, losses, damages and expenses arise from the negligent or wilful actions or inactions of misconduct by any Indemnified Party. 9.2 Promptly after receipt by CRT of any license granted hereunder, (ii) claim or alleged claim or notice of the development, manufacture, use, handling, storage, sale or other disposition commencement of any Product by Novartisaction, its Affiliates administrative or sublicensees, (iii) Novartis’ gross negligence or willful misconductlegal proceeding, or investigation to which the indemnity provided for in this Clause 9 may apply, CRT shall give written notice to the Licencee of such fact and the Licencee shall have the option to assume the defence thereof by election in writing within thirty (iv30) days of receipt of CRT’s notice. If the breach by Novartis Licencee fails to make such election, the Indemnified Party may assume such defence and the Licencee will be liable for the reasonable legal and other expenses consequently incurred in connection with such defence. The Parties will co-operate in good faith in the conduct of any warrantydefence, representationwill provide such reasonable assistance as may be required to enable any claim to be defended properly and the Party with conduct of the action shall promptly provide to the other Party copies of all correspondence and documents and notice in writing of the substance of all oral communications relating to such action. 9.3 Should the Licencee assume conduct of the defence: 9.3.1 the Indemnified Party may retain separate legal advisers, covenant at its sole cost and expense save that if the Licencee denies the applicability of the indemnity or agreement reserves its position in relation to the same, the indemnity in this Clause 9 shall extend to the Indemnified Party’s costs and expenses so incurred; and 9.3.2 the Licencee will not, except with the written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditions or delayed, consent to the entry of any judgment or enter into any settlement provided always, that if the Indemnified Party shall not consent to such entry of judgment or settlement, the amount which the Indemnified Party shall be entitled to recover from the Licencee pursuant to this Clause 9 shall be limited to the amount for which the action would otherwise have been settled or compromised; and 9.3.3 CRT and any other Indemnified Party shall not admit liability in respect of, or compromise or settle any such action without the prior written consent of the Licencee, such consent not to be unreasonably withheld, conditioned or delayed; and 9.3.4 Licencee shall not be responsible for or bound by any settlement made by Novartis CRT in this Agreementbreach of Clause 9.3.3, exceptprovided, in each casethat, 9.3.5 Notwithstanding the foregoing, the Licencee may, without the consent of the Indemnified Party, settle a third party claim solely to the extent such Losses result settlement is strictly monetary in nature, places no further obligations or penalties on the Indemnified Parties and the Licencee includes a release in the settlement agreement to absolve the Indemnified Parties from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss all liabilities arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice out of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimsettled claims.

Indemnity. 11.1 Novartis shall indemnifyThe Borrower undertakes to indemnify and compensate the Lender, defend on the Lender's request, for (a) any damage that the Lender may incur upon entering into the Agreement and hold harmless Emispherethe documents related thereto, its affiliates, agents, directors, officers and employees from (b) all expenses that the Lender reasonably and against any loss, damage, action, proceeding, expense provably incurs or liability (including attorney’s fees) (“Loss”) arising from or must incur in connection with (i) the practice by Novartis Agreement or the documents related to it as the result of adoption of, or change in, any laws or measures, regulations or decisions of any license granted hereunderauthority supervising the Lender or any change of their interpretation or application after the date of the Agreement, including any statutory costs, reserves or capital adequacy requirements. For the purposes of the indemnity, the Borrower affirms the Lender that it requested the Lender to enter into the Agreement and the related documents with the Borrower and that the Lender was not obliged to do so. The Borrower provides hereby to the Lender a Promise of Indemnity and undertakes to indemnify the Lender on request (iia) against loss the developmentLender may sustain due to the Guarantee issued or performed (b) against all costs, manufactureprovably and purposefully expended by the Lender in relation with performance under the Guarantee .The promise of indemnity shall also apply to instances, usewhen the Borrower deems the Lender’s commitment to perform under the Guarantee doubtful, handlingdubious, storagepossibly if the Beneficiary’s claim can be deemed non-provable during performance under the Guarantee, sale or other disposition and also in event of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductdoubts whatsoever regarding justification of claims to be performed under the Guarantee, or (iv) doubts related to Beneficiary as a person, or those associated with authorities to act on behalf of the breach Beneficiary. For purposes of the promise of indemnity, the Borrower hereby confirms that the Lender has been requested by Novartis Application to issue the Guarantee in favour of any warrantythe Beneficiary, representationwhich the Lender, covenant or agreement made by Novartis in this Agreement, except, in each case, referring to its disagreement with text of the warranty deed of the Guarantee and /or with other conditions related to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warrantyrequested Guarantee, representation, covenant or agreement made by Emisphere in this Agreementwas not obliged to do. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis In addition to the payment of expenses pursuant to --------- Section 13.1 whether or not the transactions contemplated hereby shall be consummated, Intermediate Holdings (as "Indemnitor") agrees to indemnify, defend pay ---------- and hold harmless Emispherethe Purchaser, its affiliatesand the officers, directors, employees, agents, directors, officers and employees Affiliates of the Purchaser (collectively called the "Indemnitees") harmless ----------- from and against any lossand all losses, damageclaims, actioncosts, proceedingexpenses liabilities, expense damages, and disbursements of any kind or liability nature whatsoever (including attorney’s fees) (“Loss”) arising from or including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees in connection with (i) the practice by Novartis of any license granted hereunderinvestigative, (ii) the developmentadministrative or judicial proceeding commenced or threatened, manufacturewhether or not such Indemnitee shall be designated a party thereto), usewhich may be imposed on, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductincurred by, or (iv) the breach by Novartis asserted against that Indemnitee, in any manner relating to or arising out of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptthe Discount Notes or the other documents related to the transactions, in each casethe Purchaser's agreement to purchase the Discount Notes or the use or intended use of the proceeds of any of the proceeds thereof to Intermediate Holdings (the "Indemnified Liabilities"); provided, that Indemnitor ----------------------- -------- shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Losses result Indemnified Liability arises from the gross negligence or willful misconduct of any Emisphere that Indemnitee. Each Indemnitee or shall give the breach by Emisphere Indemnitor prompt written notice of any warrantyclaim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere that any failure to -------- give such notice shall indemnify, not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and hold harmless Novartis, its affiliates, agents directors, officers control the defense thereof and employees from and against settle any Loss arising from or in connections with claims for which they are responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the practice by Emisphere of any license granted hereunder, appropriate Indemnitee's prior written consent which consent shall not be unreasonably withheld or (ii) Emisphere’s failure obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to manufacture Commercial Carrier supplied the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to Novartis hereunder in accordance the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with applicable law respect to such claim to the extent and specificationssubject to the limitations set forth herein; provided, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) that the breach by Emisphere Indemnitor shall -------- not be entitled to control the defense of any warrantyclaim in the event that in the reasonable opinion of counsel for the Indemnitee there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, representationfurther, covenant that with respect to any claim as to which the Indemnitee is -------- ------- controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 13.2 that is effected without its prior written consent. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or agreement made by Emisphere in this Agreementpublic policy, except, in each caseIntermediate Holdings shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the extent such Losses result from payment and satisfaction of all Indemnified Liabilities incurred by the gross negligence Indemnities or willful misconduct any of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementthem. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall In addition to payments of the Liabilities, Debtor agrees to indemnify, defend pay and hold harmless Emispherethe Bank and any holder of any of the Liabilities, its affiliates, agentsand the officers, directors, officers employees, agents and employees affiliates of the Bank and such holders (collectively called the “Indemnitees”) from and against any lossand all obligations, damagelosses, actiondamages, proceedingpenalties, expense actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or liability disbursements of any kind or nature whatsoever (including attorney’s fees) (“Loss”) arising from or including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with (i) the practice by Novartis of any license granted hereunderinvestigative, (ii) the developmentadministrative or judicial proceeding commenced or threatened, manufacturewhether or not such Indemnitee shall be designated a party thereto), usewhich may be imposed on, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductincurred by, or (iv) the breach by Novartis asserted against that Indemnitee, in any manner relating to or arising out of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptthe Liabilities, in each casethe Bank’s relationship with Debtor, the use or intended use of the proceeds of any of the Liabilities or any environmental matter (the “Indemnified Claims”); provided that the Debtor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Claims if it has been determined by a final decision (after all appeals and the extent expiration of time to appeal) by a court of competent jurisdiction that such Losses result Indemnified Claims arose primarily from the gross negligence or willful misconduct of any Emisphere Indemnitee or that Indemnitee. To the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall extent that the undertaking to indemnify, defend pay and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or set forth in connections with (i) the practice by Emisphere preceding sentence may be unenforceable because it is violative of any license granted hereunderlaw or public policy, (ii) Emisphere’s failure Debtor shall contribute the maximum portion which it is permitted to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with pay and satisfy under applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each caselaw, to the extent such Losses result from payment and satisfaction of all Indemnified Liabilities incurred by the gross negligence Indemnitees or willful misconduct any of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementthem. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis Notwithstanding any other provision of this Agreement, Licensor shall defend, indemnify, defend and hold harmless EmisphereTI, its affiliatesSubsidiaries, agents, their respective directors, officers and employees (collectively, the “Indemnified Parties”) harmless, at Licensor’s expense, from and against any lossand all claims, damageactions, actiondamages, proceedingliabilities, expense or liability (costs and expenses, including without limitation reasonable attorney’s fees) (“Loss”) fees and expenses, arising from or in connection with (i) the practice by Novartis out of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale claims of infringement or other disposition misappropriation of any Product IP Rights of a third party alleged to have occurred because of Licensor Products or services provided by NovartisLicensor or the use of such Licensor Products or services under this Agreement. However, such indemnity shall not apply unless Licensor is promptly informed in writing and is given authority, information, and reasonable assistance requested, at Licensor’s expense, necessary to defend or settle such claim; provided, however, that failure to provide prompt written notice of a claim shall not release Licensor of its Affiliates obligations hereunder unless such delay results in a significant negative impact to Licensor’s ability to defend against such claim. Licensor shall not enter into any settlement discussion or sublicensees, agreement relating to a claim unless it fully and irrevocably releases the Indemnified Parties of such claim. Licensor shall not be obligated to defend or be liable for costs and damages to the extent the infringement arises out of or from (iiia) Novartis’ gross negligence or willful misconducta combination with products that Licensor does not and should not expect TI to use with the Licensor Product, or (ivb) a modification by TI of the breach Licensor Product as delivered by Novartis of any warrantyLicensor that has not been approved by Licensor in writing, representation, covenant if the infringement would not have occurred without such combination or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconductmodification, or (ivc) only the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this AgreementTI processor chips. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis (a) In performing its obligations under this Agreement, CAS neither insures nor underwrites the liability of the Trustee’s Plan. CAS shall indemnify, have no duty or obligation to defend and hold harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any losslegal action or proceeding brought to recover a claim for Plan benefits or any causes of actions for expenses or liabilities incident to the Plan. CAS shall, damagehowever, actionmake available to Trustee and its counsel, proceeding, expense such evidence relevant or liability (including attorney’s fees) (“Loss”) arising from related to such action or proceeding as CAS may have as a result of its administration of the contested benefit determination. CAS shall promptly notify in connection with (i) writing the practice by Novartis Trustee or its designated legal counsel of any license granted hereunder, legal actions that involve the Plan or Trustee. (iib) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis Except as otherwise explicitly provided in this Agreement, exceptTrustee shall retain the responsibility for all Plan benefit claims and all expenses and liabilities incidental to the Plan and agrees to indemnify CAS for and hold it, its directors, officers, employees, affiliates and subsidiaries harmless from all amounts and expenses (including reasonable attorneys’ fees and court costs) for which CAS may become liable resulting from Trustee’s breach of this Agreement or arising out of any legal action or proceeding claiming a breach of fiduciary duty or claiming to recover benefits under the Plan. (c) CAS shall use reasonable care and diligence in the exercising of its powers and the performance of its duties as defined by this Agreement or written instructions submitted by Trustee or its designated representative. Furthermore, CAS agrees to indemnify Trustee and hold Trustee harmless against any and all amounts and expenses (including reasonable attorneys’ fees and court costs) for which Trustee may become liable resulting from or arising out of negligent, fraudulent or criminal acts of CAS’s employees, either acting alone or in collusion with others. (d) If any action, suit or other proceeding is commenced, or any claim or demand is asserted, relating to or in respect of which a party (an "Indemnitee") demands indemnification pursuant to this Section (each casea "Claim"), the Indemnitee shall, with reasonable promptness, notify the party from which such indemnification is demanded (the "Indemnitor") of such Claim. Such notice shall describe the nature of such Claim in reasonable detail and include such written information that the Indemnitee has received with regard to the Claim as may be reasonably necessary for the Indemnitor to evaluate such Claim. The Indemnitee's failure to give such notice to the Indemnitor shall not relieve the Indemnitor from any of its or his obligations under this Agreement, except to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend failure materially and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of substantially prejudices the defense of the claim (including action or proceeding by the Indemnitor. The Indemnitor shall have the right to control the defense of any action, suit or other proceeding brought by a third party that constitutes a Claim (each a "Third Party Claim") with counsel approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed, all at the Indemnitor's sole cost and expense. The Indemnitor may not settle any such Third Party Claim without the claim solely for monetary considerationIndemnitee's consent, which consent shall not be not unreasonably withheld, conditioned or delayed (provided, however that Indemnitor shall not be required to consent to any admission of guilt or criminal wrongdoing as part of any settlement), and shall cooperate as requested (the Indemnitee, at the expense of the Indemnifying Party) his or its sole cost and expense, may employ separate counsel and participate in the defense thereof. The Indemnitee and Indemnitor shall reasonably cooperate with each other in connection with each Third Party Claim. (e) Rights of the claimindemnification under this Section 8.1 shall survive termination of this Agreement.

Indemnity. 11.1 Novartis shall Each Pledgor jointly and severally agrees (i) to indemnify, defend reimburse and hold harmless Emispherethe Security Trustee and its respective successors, its affiliatesassigns, agentsemployees, directorsagents and affiliates (individually an “Indemnitee”, officers and employees an collectively, the “Indemnities”) from and against any lossand all obligations, damagedamages, actioninjuries, proceedingpenalties, expense claims, demands, losses, judgments and liabilities (including, without limitation liabilities for penalties) of whatsoever kind or liability nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including attorney’s feesreasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Pledge Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Security Document (but excluding any obligation, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent incurred or arising by reason of gross negligence or wilful misconduct of such Indemnitee (“Loss”) arising from as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Security Trustee hereunder be liable, in the absence of gross negligence or wilful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), of or any matter or thing in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale this Pledge Agreement other than to account for monies or other disposition of any Product property actually received by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) it in accordance with the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, terms hereof. If and to the extent such Losses result from that the gross negligence or willful misconduct obligation of any Emisphere Indemnitee or Pledgor under this Section 14 are unenforceable for any reason, such Pledgor hereby agrees to make the breach by Emisphere maximum contribution to the payment and satisfaction of any warranty, representation, covenant or agreement made by Emisphere such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this AgreementSection 14 shall continue in full force and effect notwithstanding the full payment and fulfilment of all the obligations under the Senior Finance Documents and notwithstanding the discharge thereof. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnifyRoyalty Flow agrees to defend, defend indemnify and hold harmless EmisphereEscrow Agent and Escrow Agent’s related entities, its directors, employees, service providers, advertisers, affiliates, officers, agents, directors, officers and employees partners and third-party service providers (collectively “Escrow Agent Indemnified Parties”) from and against any loss, damageliability, actionclaim, proceedingor demand, expense or liability (including reasonable attorney’s fees) fees (collectively “LossExpenses”) arising from or in connection with (i) the practice by Novartis of any license granted hereunder), (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis any third party due to or arising out of this Agreement or which arise directly or indirectly by virtue of the Escrow Agent’s undertaking to serve as Escrow Agent hereunder; provided, however, that no Escrow Agent Indemnified Party shall be entitled to indemnity in this Agreement, except, in each case, to the extent case of such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereEscrow Agent Indemnified Party’s gross negligence or willful misconduct. This indemnity shall include, but is not limited to, all Expenses incurred in conjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or (ivdiscovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) the breach by Emisphere a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Royalty Flow’s business and/or associated persons. These defense, indemnification and hold harmless obligations will survive termination of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, . Escrow Agent reserves the right to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the any such claim (including the right to settle the claim solely or action and all negotiations for monetary consideration)settlement or compromise, and shall to select or approve defense counsel, and Royalty Flow agrees to fully cooperate as requested (at the expense of the Indemnifying Party) with Escrow Agent in the defense of the any such claim, action, settlement, or compromise negotiations.

Indemnity. 11.1 Novartis shall In addition to the payment of any expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, defend exonerate, defend, pay, and hold harmless Emispherethe Agent-Related Persons, its affiliatesthe Lender-Related Persons, agentsand each Participant (collectively, directors, officers the “Indemnitees” and employees individually as “Indemnitee”) from and against any lossand all liabilities, damageobligations, losses, damages, penalties, actions, causes of action, proceedingjudgments, expense suits, claims, costs, expenses, and disbursements of any kind or liability nature whatsoever (including, the reasonable and documented fees and disbursements of counsel for such Indemnitees (including attorney’s feesthe allocated cost of internal counsel) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunderinvestigation, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductadministrative, or (iv) judicial proceeding, whether such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by, or asserted against such Indemnitee, in any manner relating to or arising out of the breach Revolver Commitments, the use or intended use of the proceeds of the Loans, or the consummation of the transactions contemplated by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptincluding any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the “Indemnified Liabilities”); provided, that if determined in each casea final, non-appealable judgement of a court of competent jurisdiction that any obligation with respect to the extent such Losses result Indemnified Liabilities arises from the gross negligence or willful misconduct of any Emisphere such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, intended Indemnitee). Each Indemnitee will use its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure reasonable efforts to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of any such action, writ, or proceeding. To the claimextent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Indemnity. 11.1 Novartis shall indemnify, defend Debtor hereby indemnifies and agrees to hold harmless EmisphereLender, and its affiliatesofficers, directors, employees, agents, directors, officers representatives and employees contractors (each an “Indemnified Person”) from and against any lossand all liabilities, damageobligations, actionclaims, proceedinglosses, expense damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements of any kind or nature (including attorney’s fees) (collectively, the “LossClaims”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising from or in connection with the Loan Documents, the Indebtedness or the Collateral (i) including without limitation, the practice by Novartis enforcement of the Loan Documents and the defense of any license granted hereunderIndemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH INDEMNIFIED PERSON AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (iia) a court of competent jurisdiction enters a final judgment as to the development, manufacture, use, handling, storage, sale or other disposition extent and effect of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ the alleged gross negligence or willful misconduct, or (ivb) the breach Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereIndemnified Person’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere . The indemnification provided for in this Agreement, except, in each case, to Section shall survive the extent such Losses result from the gross negligence or willful misconduct termination of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), Agreement and shall cooperate as requested (extend and continue to benefit each individual or entity that is or has at the expense of the Indemnifying Party) in the defense of the claimany time been an Indemnified Person hereunder.

Indemnity. 11.1 Novartis shall indemnify(a) Assignor hereby indemnifies and agrees to defend, defend through attorneys reasonably acceptable to Assignee, and to hold harmless EmisphereAssignee and its respective successors, its affiliatesassigns, agentslegal and beneficial owners, officers, directors, officers agents and employees (“Assignee Parties”) from and against any lossand all reasonable costs, damagedamages (excluding consequential damages), actionclaims, proceedingexpenses and liabilities which may at any time be asserted against or suffered by Assignee or the Assignee Parties as a result of or on account of any material breach by Assignee of any representation, expense warranty or liability (including attorney’s fees) covenant contained in this Agreement, or which arise or have arisen, under the Lease as a result of acts, omissions or events that occur prior to the Effective Date. Assignee hereby indemnifies and agrees to defend, through attorneys reasonably acceptable to Assignor, and to hold harmless Assignor and its respective successors, assigns, legal and beneficial owners, officers, directors, agents and employees (“LossAssignor Parties”) arising from and against any and all reasonable costs, damages (excluding consequential damages), claims, expenses and liabilities which may at any time be asserted against or suffered by Assignor or the Assignor Parties as a result of or on account of any material breach by Assignee of any representation, warranty or covenant contained in this Agreement, or which arise or have arisen, under the Lease as a result of acts, omissions or events that occur on or after the Effective Date. (b) Assignee shall deliver to Assignor within three (3) business days after Assignee’s receipt thereof, or delivery thereof by Assignee, a copy of any default notice received from or delivered to Landlord under the Lease. Assignee agrees that in the event that Assignee defaults in any of its obligations under the Lease and demand is made upon Assignor to perform or cure such obligations that Assignee shall upon written request from Assignor made at any time after the expiration of any applicable grace period in connection with such default and prior to the cure thereof by Assignee: (i) reassign to Assignor, without recourse, representation or warranty, but free and clear of all liens and encumbrances, all of Assignee’s interest under the practice Lease and deliver the Premises to Assignor in the same condition as exists on the Effective Date, subject to normal wear and tear and loss by Novartis of any license granted hereundercasualty or condemnation, (ii) the development, manufacture, use, handling, storage, sale transfer to Assignor free and clear of all liens and encumbrances any equipment or other disposition personal property transferred to Assignee in connection with the assignment contemplated herein and assign to Assignor all of Assignee’s interest in any Product by NovartisTenant Improvements or Alterations, its Affiliates each with recourse, representation or sublicensees, warranty and (iii) Novartis’ gross negligence transfer to Assignor without recourse, representation or willful misconductwarranty all service contracts or intangible personal property related to the leasehold interest or the operation of the Premises as a collocation facility. In connection with any such reassignment of the Lease to the Assignor, (y) Assignor shall have a right of reentry to the Premises to effectuate an orderly transition of the occupancy of the Premises, and (z) Assignor shall reimburse Assignee for any Security Deposit, whether in the form of cash or (iv) a letter of credit, held by Landlord, less any amounts which Landlord actually applies on account of defaults by Assignee under the breach Lease and any actual damages suffered by Novartis Assignor on account of any warranty, representation, covenant or agreement made such defaults by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this AgreementAssignee. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall Each Pledgor jointly and severally agrees (i) to indemnify, defend reimburse and hold harmless Emispherethe Pledgee and each other Secured Creditor and their respective successors, its affiliatesassigns, agentsemployees, directorsagents and affiliates (individually an “Indemnitee”, officers and employees collectively, the “Indemnitees”) from and against any lossand all obligations, damagedamages, actioninjuries, proceedingpenalties, expense claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereundernature, and (ii) the developmentto reimburse each Indemnitee for all reasonable costs, manufactureexpenses and disbursements, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartisincluding reasonable attorneys’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptfees and expenses, in each casecase arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Credit Documents (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such Losses result from the incurred or arising by reason of gross negligence or willful misconduct of any Emisphere such Indemnitee or (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis Pledgee hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptbe liable, in each case, to the extent such Losses result from the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Novartis Indemnitee or Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the breach by Novartis maximum contribution to the payment and satisfaction of any warranty, representation, covenant or agreement made by Novartis such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement. 11.3 In , the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) full payment of a claim as soon as reasonably practicable after it receives notice all of the claimoutstanding Intermediate Holdco Indebtedness, shall permit the Indemnifying Party to assume direction termination of all Letters of Credit, and control the payment of all other Obligations and notwithstanding the discharge thereof and the occurrence of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimTermination Date.

Indemnity. 11.1 Novartis shall Parent hereby agrees to indemnify, defend and hold harmless Emispherethe Sponsor, its affiliatesAffiliates and its and their respective directors, officers, owners, managers, members, employees, controlling persons, agents, directorsrepresentatives, officers contractors, subcontractors, successors and employees assigns (collectively, “Sponsor Indemnified Persons”) from and against any lossand all losses, damageclaims, actiondamages, proceedingdemands, expense or liability deficiencies, awards, penalties, obligations, liabilities, actions, judgments, settlements, suits, disbursements, fees, costs and reasonable documented out-of-pocket expenses (including attorney’s including, without limitation, reasonable and documented outside attorneys’ fees) (excluding any amount which such Party actually receives under any insurance policy which provides such coverage for the liability in question) (“LossLosses”) incurred by any Sponsor Indemnified Person arising from out of or in connection with (i) relating to the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale Services or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptREGARDLESS OF WHETHER SUCH LOSSES ARE THE RESULT OF OR CAUSED BY THE SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT OF ANY OF SPONSOR INDEMNIFIED PERSONS, EXCEPT TO THE EXTENT SUCH LOSSES ARE CAUSED BY THE GROSS NEGLIGENCE OR THE INTENTIONAL OR WILLFUL MISCONDUCT OF ANY OF SPONSOR INDEMNIFIED PERSONS. Notwithstanding the foregoing, any Sponsor Indemnified Person entitled to receive indemnification under this Article V shall act in each casegood faith and use its commercially reasonable efforts to mitigate the amount of any Losses for which it seeks indemnification, including making a good faith effort to recover from insurers under applicable insurance policies and from other persons who may be liable so as to reduce the amount of any Losses hereunder. If the amount of any Losses at any time subsequent to the extent making of an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other person, the amount of such Losses result from reduction, less any costs, or expenses incurred in connection therewith, will promptly be repaid by the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall Sponsor Indemnified Persons to Parent. The Sponsor agrees to indemnify, defend and hold harmless NovartisParent, its affiliates, agents Affiliates and its and their respective directors, officers officers, owners, managers, members, employees, controlling persons, agents, representatives, contractors, subcontractors, successors and employees assigns (collectively, “Parent Indemnified Persons”) from and against any Loss arising from or in connections with and all Losses incurred by any Parent that are (i) caused by the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence intentional or willful misconduct of any Novartis Indemnitee Service Employee or other Sponsor Indemnified Person in the performance of (or failure to perform) the Services pursuant to this Agreement. For the avoidance of doubt, the Sponsor shall have no liability under this Agreement except in the event of gross negligence or the breach by Novartis intentional or willful misconduct of any warranty, representation, covenant Service Employee or agreement made by Novartis other Sponsor Indemnified Person in the performance of (or failure to perform) the Services pursuant to this Agreement and then only subject to the terms and conditions of this Agreement. 11.3 In . Notwithstanding the event a party seeks foregoing, any Parent Indemnified Person entitled to receive indemnification under this ArticleArticle V shall act in good faith and use its commercially reasonable efforts to mitigate the amount of any Losses for which it seeks indemnification, it shall inform including making a good faith effort to recover from insurers under applicable insurance policies and from other persons who may be liable so as to reduce the other party (amount of any Losses hereunder. If the “Indemnifying Party”) amount of a claim as soon as reasonably practicable after it receives notice any Losses at any time subsequent to the making of the an indemnity payment in respect thereof, is reduced by recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, shall permit recovery, settlement or payment by or against any other person, the Indemnifying Party amount of such reduction, less any costs, or expenses incurred in connection therewith, will promptly be repaid by the Parent Indemnified Persons to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimSponsor.

Indemnity. 11.1 Novartis shall indemnify(a) Indemnitors agree to defend (retaining such attorneys as are satisfactory to the Indemnitees in their sole reasonable discretion), defend protect, indemnify and hold harmless Emisphere, each of the Indemnitees and its affiliates, agentsrespective officers, directors, officers employees, attorneys and employees agents from and against any lossand all liabilities, damage, action, proceeding, expense or liability obligations (including attorney’s feesremoval and remedial actions), losses, damages (including foreseeable and unforeseeable consequential damages and punitive damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements (including reasonable attorneys’ and consultants’ fees and disbursements) (“Loss”) of any kind or nature whatsoever that may at any time be incurred by, imposed on or asserted against any of them directly or indirectly based on, or arising from or resulting from, or in connection with with, (i) the practice by Novartis actual or alleged presence of Hazardous Substances on any license granted hereunderProperty in any quantity or manner which violates Environmental Law, or the removal, handling, transportation, disposal or storage of such Hazardous Substances, (ii) the development, manufacture, use, handling, storage, sale any Environmental Claim with respect to any Indemnitor or other disposition of any Product by Novartis, its Affiliates Property or sublicensees, (iii) Novartis’ gross negligence the exercise of any Indemnitee’s rights under this Agreement (collectively, the “Indemnified Matters”), regardless of when such Indemnified Matters arise, but excluding any Indemnified Matter with respect to Hazardous Substances first placed or willful misconductReleased on any Property after the later of (1) the date on which none of the Indemnitors nor any of their Affiliates holds title to or any other interest in or lien on such Property and on which all Indemnitors and their Affiliates have surrendered possession and control (and Lender or its designee has accepted such possession and control) of such Property to Lender or its designee (whether by foreclosure, pursuant to a deed-in-lieu of foreclosure or other exercise of remedies) or its designee or assignee or (2) the indefeasible payment in full of the Secured Obligations (as defined in the Loan Agreement). To the extent that this indemnity is unenforceable because it violates any law or public policy, Indemnitors agree to contribute the maximum portion that it is permitted to contribute under applicable law to the payment and satisfaction of all Indemnified Matters. (b) Indemnitors agree to reimburse each Indemnitee for all sums paid and costs incurred by such Indemnitee with respect to any Indemnified Matter within ten (10) days following written demand therefor, with interest thereon at the Default Rate (as defined in the Note) if not paid within such ten (10) day period. (c) Should any Indemnitee institute any action or proceeding at law or in equity, or in arbitration, to enforce any provision of this Agreement (iv) the breach including an action for declaratory relief or for damages by Novartis reason of any warranty, representation, covenant or agreement made by Novartis in alleged breach of any provision of this Agreement, except, ) or otherwise in each case, to the extent such Losses result from the gross negligence connection with this Agreement or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Articleprovision hereof, it shall inform be entitled to recover from Indemnitors all reasonable attorneys’ fees and disbursements incurred by such Indemnitee in connection therewith, if it is the other prevailing party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimsuch action or proceeding.

Indemnity. 11.1 Novartis (a) Subject to Section 8(c) below, the Earnout Escrow Agent shall indemnifybe liable for any and all losses, defend damages, claims, costs, charges, penalties and hold harmless Emisphererelated interest, its affiliatescounsel fees and expenses, agentspayments, directors, officers expenses and employees from and against any loss, damage, action, proceeding, expense or liability (including attorney’s fees) (collectively, “LossLosses”) arising from or in connection with (i) the practice by Novartis of any license granted hereunder), (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, only to the extent such Losses are determined by a court of competent jurisdiction to be a result from the of its own fraud, gross negligence negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction); provided, however, that any liability of the Earnout Escrow Agent will be limited in the aggregate to the aggregate value of the Earnout Shares and Earnout Dividends deposited with the Earnout Escrow Agent. (b) The Parties shall severally indemnify and hold the Earnout Escrow Agent harmless from and against, and the Earnout Escrow Agent shall not be responsible for, any and all Losses arising out of or attributable to the Earnout Escrow Agent’s duties under this Agreement or this appointment, including the reasonable costs and expenses of defending itself against any Losses or enforcing this Agreement (collectively, “Agent Claims”), except to the extent that such Losses are determined by a court of competent jurisdiction to be a result of the Earnout Escrow Agent’s own fraud, gross negligence, bad faith or willful misconduct (as determined by final adjudication of a court of competent jurisdiction). Notwithstanding the foregoing, and except as provided in Section 7, as between themselves, the Parties agree that any Agent Claims payable hereunder shall be paid (or reimbursed, as applicable): (a) in the case that the Agent Claim is not attributable to actions or inactions of any Emisphere Indemnitee particular Party, by PubCo; and (b) in the event that the Agent Claim is attributable to the actions or inactions of a certain Party, by such Party (and such Party shall reimburse the other Parties, in the event that such other Party(ies) has made indemnification payments under this Section 8(b) in respect of such Agent Claim). (c) Notwithstanding anything in this Agreement to the contrary, none of the Parties or the breach by Emisphere Earnout Escrow Agent shall be liable for any incidental, punitive, indirect or special damages of any warrantynature whatsoever, representationincluding, covenant or agreement made but not limited to, loss of anticipated profits, occasioned by Emisphere a breach of any provision of this Agreement even if apprised of the possibility of such damages. (d) In order that the indemnification provisions contained in this Agreement. 11.2 Emisphere Section 8 shall indemnifyapply, defend upon the assertion of a claim for which one party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion in writing after it becomes aware, and hold harmless Novartisshall keep the other party advised with respect to all developments concerning such claim; provided, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) that failure to give prompt notice shall not relieve the practice by Emisphere indemnifying party of any license granted hereunderliability to the indemnified party, (ii) Emisphereexcept to the extent that the indemnifying party demonstrates that the defense of such action has been materially prejudiced by the indemnified party’s failure to manufacture Commercial Carrier supplied timely give such notice. The indemnifying party shall have the option to Novartis hereunder in accordance participate with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a indemnified party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of such claim or to defend against said claim in its own name or the name of the indemnified party unless such claim is (i) brought by the indemnified party or (ii) the indemnified party reasonably determines that there may be a conflict of interest between the indemnified party and the indemnifying party in the defense of such claim and the indemnified party does in fact assume the defense. The indemnified party shall in no case confess any claim, make any compromise or take any action adverse to the indemnifying party in any case in which the indemnifying party may be required to indemnify it, except with the indemnifying party’s prior written consent, which shall not be unreasonably withheld or delayed. (e) For the avoidance of doubt, this Section 8 shall survive termination of this Agreement or the resignation, replacement or removal of the Earnout Escrow Agent for any reason.

Indemnity. 11.1 Novartis shall The Grantor (as “Indemnitor”) agrees to indemnify, defend pay and hold harmless Emispherethe Secured Parties, its affiliatesand the officers, directors, partners, managers, members, employees, agents, directorsand Affiliates of the Secured Parties (collectively, officers and employees the “Indemnitees”) harmless from and against any lossand all other liabilities, damagecosts, actionexpenses, proceedingobligations, expense losses (other than lost profit), damages, penalties, actions, judgments, suits, claims and disbursements of any kind or liability nature whatsoever (including attorney’s feesincluding, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees) (“Loss”) arising from or in connection with any investigative, administrative or judicial proceeding commenced or threatened (i) the practice by Novartis of any license granted hereunderexcluding claims among Indemnitees), (ii) the developmentwhether or not such Indemnitee shall be designated a party thereto, manufacturewhich may be imposed on, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductincurred by, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptasserted against that Indemnitee, in each case, any manner relating to or arising out of this Agreement (the “Indemnified Liabilities”); provided that the Indemnitor shall not have any obligation to an Indemnitee hereunder with respect to an Indemnified Liability to the extent that such Losses result Indemnified Liability arises from the gross negligence or willful misconduct of any Emisphere that Indemnitee or any of its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee shall give the breach by Emisphere Indemnitor prompt written notice of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall indemnify, not affect the obligations of the Indemnitor. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and hold harmless Novartis, its affiliates, agents directors, officers control the defense thereof and employees from and against settle any Loss arising from or in connections with claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the practice by Emisphere of any license granted hereunderappropriate Indemnitee’s prior written consent, which consent shall not be unreasonably withheld or (ii) Emisphere’s failure obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to manufacture Commercial Carrier supplied the circumstances involving such claim and without any admission as to Novartis hereunder culpability or fault of such Indemnitee) so long as in accordance any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with applicable law respect to such claim to the extent and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) subject to the breach by Emisphere limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any warrantyclaim in the event that in the reasonable opinion of counsel for the Indemnitee, representationthere are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided further, covenant that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 11 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this Section 11 may be unenforceable because it is violative of any law or agreement made public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by Emisphere the Indemnitees or any of them. Notwithstanding anything to the contrary in this Agreement, except, in each case, no party shall be liable to the extent such Losses result from the gross negligence other party or willful misconduct any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any Novartis Indemnitee kind or nature whatsoever suffered by the breach by Novartis other party or any third party howsoever caused and regardless of any warrantythe form or cause of action, representation, covenant even if such damages are foreseeable or agreement made by Novartis in such party has been advised of the possibility of such damages. The provisions of this Section 11 shall survive the termination of this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify, defend Debtor hereby indemnifies and agrees to hold harmless EmisphereLender, and its affiliates, agentsofficers, directors, officers employees, agents and employees representatives (each an “ln indemnified Person” from and against any lossand all liabilities, damageobligations claims, actionlosses, proceedingdamages, expense penalties, actions judgments, suits, costs, expenses or liability disbursements of any kind or nature (including attorney’s fees) (collectively, the “LossClaims”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising from or in connection with the Loan Documents, the Indebtedness (iincluding, for the avoidance of doubt, any Bank Product) or the practice by Novartis Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any license granted hereunderIndemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIM ITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S (iiGROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (a) a court of competent jurisdiction enters a final judgment as to the development, manufacture, use, handling, storage, sale or other disposition extent and effect of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ the alleged gross negligence or willful misconduct, or (ivb) the breach Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereIndemnified Person’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere . The indemnification provided for in this Agreement, except, in each case, to Section shall survive the extent such Losses result from the gross negligence or willful misconduct termination of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), Agreement and shall cooperate as requested (extend and continue to benefit each individual or entity that is or has at the expense of the Indemnifying Party) in the defense of the claimany time been an indemnified Person hereunder.

Indemnity. 11.1 Novartis 12.1 Without prejudice to Clause 5.2, the Mortgages Trustee Corporate Services Provider hereby undertakes with each of the Mortgages Trustee, the Note Trustee, the Funding 1 Security Trustee and the Issuer Security Trustee to hold each of the Mortgages Trustee, the Note Trustee, the Funding 1 Security Trustee and the Issuer Security Trustee (which in this clause shall indemnify, defend and hold harmless Emisphere, its affiliates, agents, include their respective directors, officers company secretary and employees officers) fully and effectively indemnified at all times from and against any lossand all losses, damageliabilities, damages, expenses, costs, claims and charges (together with any Irrecoverable VAT thereon upon provision of a valid VAT invoice in respect of such amount) suffered or incurred by any of them and all liabilities in respect of any action, proceedingsuit, expense claim or liability (including attorney’s fees) (“Loss”) proceedings which may be brought, pending or threatened to be brought, whether of a civil, criminal, administrative or investigative nature, against any of them but in each case only to the extent arising from out of or in connection with (i) any breach by the practice by Novartis Mortgages Trustee Corporate Services Provider of the terms of this Agreement or resulting from the gross negligence, bad faith or wilful default on the part of the Mortgages Trustee Corporate Services Provider or any license granted hereunderof its directors, (ii) employees, officers or agents. This indemnity is, for the developmentavoidance of doubt, manufacture, use, handling, storage, sale in addition to and without prejudice to any indemnity or other disposition remedy allowed under any applicable law. 12.2 Notwithstanding Clause 16 (Exclusion of Contracts Act), the Mortgages Trustee shall, from time to time on written demand of the Mortgages Trustee Corporate Services Provider or any Product by Novartisof its officers or employees, its Affiliates indemnify and hold harmless the Mortgages Trustee Corporate Services Provider and any Director and any of the directors, officers, employees and agents of the Mortgages Trustee Corporate Services Provider at the time of such demand, against any liabilities, actions, proceedings, claims or sublicensees, demands whatsoever (iiitogether with Irrecoverable VAT thereon upon provision of a valid VAT invoice in respect of such amount) Novartis’ gross negligence which it or willful misconduct, any of them may incur or (iv) be subject to in direct or indirect consequence of this Agreement or as a direct or indirect result of the breach by Novartis performance of any warranty, representation, covenant or agreement made by Novartis in the functions and obligations provided for under this Agreement, exceptexcept as a result of a breach by the Mortgages Trustee Corporate Services Provider of this Agreement or as a result of the gross negligence, in each casebad faith or wilful default on the part of the Mortgages Trustee Corporate Services Provider, any Director or any of the directors, officers, employees or agents of the Mortgages Trustee Corporate Services Provider, as the case may be. This indemnity shall expressly inure to the extent such Losses result from the gross negligence or willful misconduct benefit of any Emisphere Indemnitee director, officer, employee or agent existing or future of the breach by Emisphere Mortgages Trustee Corporate Services Provider and to the benefit of any warranty, representation, covenant or agreement made by Emisphere in substitute of the Mortgages Trustee Corporate Services Provider under this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis The Parties shall jointly and severally indemnify, defend and hold save harmless Emispherethe Escrow Agent and its affiliates and their respective successors, its affiliates, agentsassigns, directors, officers officers, managers, attorneys, accountants, experts, agents and employees (the “indemnitees”) from and against any lossand all losses, damagedamages, actionclaims, proceedingliabilities, penalties, judgments, settlements, actions, suits, proceedings, litigation, investigations, costs or expenses (including, without limitation, the reasonable fees and expenses of outside counsel and experts and their staffs and all reasonable expense or liability (including attorney’s feesof document location, duplication and shipment) (collectively “LossLosses”) arising from out of or in connection with (ia) the practice by Novartis Escrow Agent’s execution and performance of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, excepttax reporting or withholding, the enforcement of any rights or remedies under or in each caseconnection with this Agreement, or as may arise by reason of any act, omission or error of the indemnitee, except in the case of any indemnitee to the extent that such Losses result from are finally adjudicated by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconductsuch indemnitee, or (ivb) its following any instructions or other directions, whether joint or singular, from the breach by Emisphere of any warrantyParties, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, except to the extent that its following any such Losses result instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any claim for indemnification, fees, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, to charge against and withdraw from the gross negligence Escrow for its own account or willful misconduct for the account of an indemnitee any Novartis Indemnitee amounts finally determined to be due to the Escrow Agent or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis to an indemnitee under this Section 9. The obligations contained in this Agreement. 11.3 In Section 9 shall survive the event a party seeks indemnification under termination of this ArticleAgreement and the resignation, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice replacement or removal of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimEscrow Agent.

Indemnity. 11.1 Novartis In addition to and without limiting any protection of the Subscription Receipt Agent hereunder or otherwise by law, the Corporation shall indemnify, defend at all times indemnify the Subscription Receipt Agent and hold harmless Emisphere, its affiliates, agentstheir successors and assigns, and each of their directors, officers officers, employees and employees agents (the “Indemnified Parties”) and save them harmless from and against any lossall claims, damagedemands, actionlosses, proceedingactions, expense or liability suits, proceedings, liabilities, damages, costs, charges, assessments, judgments and expenses (including attorney’s fees) (“Loss”) arising from reasonable expert consultant and legal or advisor fees and disbursements on a solicitor and client basis and expenses incurred in connection with (ithe enforcement of this indemnity) of whatever kind and nature which may at any time be imposed on, incurred by or asserted against the practice by Novartis Subscription Receipt Agent in connection with the performance of any license granted its duties and obligations hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, except to the extent that such Losses result from claims, demands, losses, actions, suits, liabilities, damages, costs, charges, judgments and expenses are attributable to the gross negligence negligence, wilful misconduct or willful misconduct fraud of the Subscription Receipt Agent, and including any action or liability brought against or incurred by the Indemnified Parties in relation to or arising out of any Emisphere Indemnitee or the breach by Emisphere the Corporation. Notwithstanding any other provision hereof, the Corporation agrees that its liability hereunder shall be absolute and unconditional regardless of the correctness of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere representations of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law third parties and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere regardless of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, liability of third parties to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration)Indemnified Parties, and shall cooperate as requested (at accrue and become enforceable without prior demand or any other precedent action or proceeding. Notwithstanding any other provision hereof, this indemnity shall survive the expense resignation or removal of the Indemnifying Party) in Subscription Receipt Agent and the defense termination or discharge of this Agreement. No provision of this Agreement shall be construed to relieve the claimSubscription Receipt Agent form liability for its own gross negligence, wilful misconduct or fraud.

Indemnity. 11.1 Novartis (a) The Company shall indemnify, defend indemnify and hold harmless EmisphereSubscriber (to the extent a seller under the Registration Statement), its affiliates, agentsthe officers, directors, officers agents and employees of Subscriber, each person who controls Subscriber (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and each affiliate of Subscriber (within the meaning of Rule 405 under the Securities Act), to the fullest extent permitted by applicable law, from and against any lossand all losses, damageclaims, actiondamages, proceedingliabilities, expense or liability costs (including attorney’s feesincluding, without limitation, reasonable and documented attorneys’ fees of one law firm) and expenses (collectively, “LossLosses”) caused by any untrue or alleged untrue statement of a material fact contained in the Registration Statement, any prospectus included in the Registration Statement or preliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, preliminary prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, except to the extent that such untrue statements, alleged untrue statements, omissions or alleged omissions are based upon information furnished in writing to the Company by or on behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such information. The Company shall notify Subscriber promptly of the institution, threat or assertion of any proceeding arising from or in connection with (i) the practice transactions contemplated by Novartis this Section 8 of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any license granted hereunderinvestigation made by or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the forgoing, (ii) the development, manufacture, use, handling, storage, sale or other disposition Company’s indemnification obligations shall not apply to amounts paid in settlement of any Product Losses or action if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Subscriber shall, severally and not jointly with any Other Subscriber in the offering contemplated by Novartisthis Subscription Agreement, indemnify and hold harmless the Company, its Affiliates directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and each affiliate of the Company (within the meaning of Rule 405 under the Securities Act), to the fullest extent permitted by applicable law, from and against all Losses caused by any untrue or sublicenseesalleged untrue statement of a material fact contained in any Registration Statement, (iii) Novartis’ gross negligence any prospectus included in the Registration Statement or willful misconductpreliminary prospectus or in any amendment or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (iv) in the breach by Novartis case of any warrantyprospectus, representationpreliminary prospectus or supplement thereto, covenant in light of the circumstances under which they were made) not misleading to the extent, but only to the extent, that such untrue statements, alleged untrue statements, omissions or agreement alleged omissions are based upon information regarding Subscriber furnished in writing to the Company by or on behalf of Subscriber expressly for use therein, or a material fact that Subscriber has omitted from such information. In no event shall the liability of Subscriber be greater in amount than the dollar amount of the net proceeds received by Subscriber upon the sale of the Subscribed Shares giving rise to such indemnification obligation. Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Section 8 of which Subscriber is aware. Such indemnity shall remain in full force and effect regardless of any investigation made by Novartis or on behalf of an indemnified party and shall survive the transfer of the Subscribed Shares by Subscriber. Notwithstanding the foregoing, Subscriber’s indemnification obligations shall not apply to amounts paid in this Agreementsettlement of any Losses or action if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, except, in each case, conditioned or delayed). (c) Any person or entity entitled to indemnification herein shall (A) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s right to indemnification hereunder to the extent such Losses result from failure has not prejudiced the gross negligence indemnifying party) and (B) unless, in such indemnified party’s reasonable judgment, a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld, conditioned or willful misconduct delayed). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any Emisphere Indemnitee judgment or enter into any settlement which cannot be settled in all respects by the breach payment of money (and such money is so paid by Emisphere the indemnifying party pursuant to the terms of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party or which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation. (d) The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any warranty, representation, covenant or agreement investigation made by Emisphere in or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person or entity of such indemnified party and shall survive the transfer of the Subscribed Shares purchased pursuant to this Subscription Agreement. 11.2 Emisphere shall indemnify, defend and (e) If the indemnification provided under this Section 8 from the indemnifying party is unavailable or insufficient to hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or an indemnified party in connections with (i) the practice by Emisphere respect of any license granted hereunderlosses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations; provided, however, the liability of Subscriber shall be limited to the net proceeds received by Subscriber from the sale of Subscribed Shares giving rise to such indemnification obligation. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder or not made by, in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconductthe case of an omission), or relates to information supplied by or on behalf of (iv) or not supplied by or on behalf of, in the breach case of an omission), such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by Emisphere a party as a result of any warrantythe losses or other liabilities referred to above shall be deemed to include, representation, covenant or agreement made by Emisphere subject to the limitations set forth in this AgreementSection 8, exceptany legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section 8(e) from any person or entity who was not guilty of such fraudulent misrepresentation. Notwithstanding anything to the contrary herein, in each caseno event will any party be liable for consequential, to the extent such Losses result from the gross negligence special, exemplary or willful misconduct of any Novartis Indemnitee punitive damages in connection with this Subscription Agreement or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementtransactions contemplated hereby. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall To the maximum extent permitted by law, the District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, defend protect, save and hold keep harmless Emispherethe Escrow Bank and its respective successors, its affiliatesassigns, agents, directorsemployees and servants, officers and employees from and against any lossand all liabilities, damageobligations, actionlosses, proceedingdamages, expense or liability penalties, claims, actions, suits, costs, expenses and disbursements (including attorney’s feesreasonable legal fees and disbursements) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunderwhatsoever kind and nature which may be imposed on, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductincurred by, or asserted against, the Escrow Bank at any time (ivwhether or not also indemnified against the same by the District or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the breach by Novartis execution, delivery and performance of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptthe establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, the purchase of the Investment Securities and any Substitute Investment Securities, the retention of the Investment Securities and any Substitute Investment Securities or the proceeds thereof and any payment, transfer or other application of moneys or securities by the Escrow Bank in each caseaccordance with the provisions of this Agreement; provided, however, that the District shall not be required to indemnify the extent such Losses result from Escrow Bank against the gross Escrow Bank’s own negligence or willful misconduct or the negligent or willful misconduct of any Emisphere Indemnitee the Escrow Bank’s respective successors, assigns, agents and employees or the breach by Emisphere the Escrow Bank of the terms of this Agreement. In no event shall the District or the Escrow Bank be liable to any warranty, representation, covenant or agreement made person by Emisphere reason of the transactions contemplated hereby other than to each other as set forth in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere section. The indemnities contained in this Agreement, except, in each case, to section shall survive the extent such Losses result from termination of this Agreement and the gross negligence resignation or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice removal of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimEscrow Bank.

Indemnity. 11.1 Novartis To the fullest extent permitted by law, Tenant shall indemnify, defend (with counsel reasonably acceptable to the Landlord) and hold the Landlord and its elected and appointed officers, officials, employees, agents and representatives (all of the foregoing, collectively the “Indemnitees”) harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any lossall liabilities, damagelosses, damages, fines, deficiencies, penalties, claims, demands, suits, actions, causes of action, proceedinglegal or administrative proceedings, expense or liability judgments, costs and expenses (including attorney’s feeswithout limitation reasonable attorneys’ fees and court costs) (all of the foregoing, collectively “LossClaims”) arising from or in connection with any of the following, which occurred during the Term: (i) the practice by Novartis operation or management of any license granted hereunderthe Premises, (ii) any work or thing done on or in the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicenseesPremises, (iii) Novartis’ gross negligence any condition of any alteration or willful misconductaddition constructed by Tenant on the Premises, or including FF&Es, (iv) any breach or default by Tenant in the breach by Novartis performance of any warranty, representation, covenant or agreement made to be performed by Novartis in Tenant pursuant to the terms of this Agreement, except(v) any negligence of Tenant, or any of its agents, contractors, subcontractors, employees, or licensees, (vi) any accident, injury or damage caused to any person in each caseor on the Premises and (vii) any failure to comply with Applicable Law. In the event any such action or proceeding is brought against the Landlord by reason of any such Claim, Tenant, upon notice from the Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to the Landlord. If an insurer under insurance required to be maintained by Tenant hereunder shall undertake to defend the Landlord under a reservation of rights with respect to ultimate coverage and the Landlord shall reasonably deem it necessary to retain independent counsel with respect to such matter, Tenant shall pay the reasonable fees of such counsel. The obligations of Tenant under this Article VIII do not apply to any Claim or other matter to the extent such Losses arises as a result from of the gross negligence or willful misconduct of any Emisphere Indemnitee the Indemnitees. This Section shall survive the expiration or the breach by Emisphere earlier termination of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis The Club shall indemnifynot be liable and accepts no responsibility for the safety of any Vessel, defend craft, trailer, motor vehicle and hold harmless Emisphere, other property in or about the confines of the marina nor for the adequacy or otherwise of the marina or of the Berth / Hardstand Station or any other part of the facilities of the marina and the Club shall not be alible to the Occupant or any other person for any loss or damage to property incurred or suffered within the confines of the marina whether the same occurs (as a result of the negligence or otherwise howsoever) and whether or not attributable to the acts or defaults of the Club or its affiliates, agents, directors, officers and employees from and servants or agents or contractors or otherwise howsoever. The Occupant in addition shall indemnify the Club against any loss, damage, action, proceeding, expense or liability claims suffered by the Club within the marina and arising as a result of the Occupants acts or omissions or the acts or omissions of others to which the Occupant has contributed (including attorneywhether or not as a result of negligence). The Club shall not be deemed to be a bailee for any purpose whatsoever. The Occupant accepts full and exhaustive responsibility for all loss and damage to any Vessel, craft, motor vehicle, trailer and other property in or about the confines of the marina owned by the Occupant or the Occupant’s fees) (“Loss”) arising from or invitees, and indemnifies the Club in connection with (i) the practice by Novartis respect of any license granted hereunderdamage or loss howsoever caused thereto. The Occupant shall at all times keep the Vessel including trailer fully insured with an insurance company against loss or damage by fire, ▇▇▇▇▇, ▇▇▇▇▇▇▇, typhoon, act of God and all other usual maritime risks including explosion, against all public liability for a minimum amount of five million kina (iiK5,000,000) or such other sum as the developmentClub shall determine from time to time, manufactureper occurrence, useagainst public liability for domestic staff and such other risks as the Club may require the Occupant to insure against. If the Occupant fails, handling, storage, sale refuses or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) neglects to insure as aforesaid the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including Club will have the right to settle remove the claim solely for monetary consideration), and Vessel from the Berth/Hardstand Station. The Occupant shall cooperate as requested (at all times ensure that the expense Club has a copy of the Indemnifying Party) in the defense of the claimcurrent insurance documents that satisfy this clause.

Indemnity. 11.1 Novartis Permittee shall indemnify, defend indemnify and hold harmless Emispherethe State of Idaho, the University, and its governing board, and their employees and agents from any and all claims and expenses for loss or liability which may be made against the State of Idaho, the University, and its governing board, and their employees and agents, by any person or entity for personal injury, property damage, or any fine, assessment or penalty whether arising in contract or law resulting directly or indirectly from any act, incident or accident occurring in, upon or about the Facilities as a result of the acts, errors or omission of the Permittee, its affiliates, agents, directorsor event patrons, officers or arising in connection with operations, use or occupancy of the Facilities by the Permittee, its agents, or event patrons, whether or not arising in whole or in part from negligence by the University. Permittee further agrees to waive all claims against the State of Idaho, the University and its governing board, and their employees from and against agents on account of any loss, damage, action, proceeding, expense damage or liability injury from whatever cause (including attorney’s feesclaims against the Permittee by others) which may occur to it or its property arising from the use and occupancy of the Facilities, the giving of this waiver being one of the considerations upon which this Agreement is granted. A Certificate of Insurance is required as described below. If Permittee is the Sponsor of an event at which alcohol will be served, Permittee / Sponsor (“LossPermittee”) arising from or further agrees that the University relies on the information submitted in connection with (i) Permittee’s alcohol permit application and attachments to the practice alcohol permit application to grant an alcohol permit to the Permittee. In consideration of the granting of this Alcohol Permit, Permittee agrees that Permittee will abide by Novartis all applicable State of any license granted hereunder, (ii) Idaho and local jurisdiction laws governing the development, manufacture, use, handling, storageconsumption, sale or other disposition and distribution of any Product alcohol, and that Permitee has read, understands, and will abide by Novartisthe applicable policies, its Affiliates or sublicenseesrules, (iii) Novartis’ gross negligence or willful misconduct, or (iv) and guidelines of the breach by Novartis Board of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to Regents of the extent such Losses result from University of Idaho and State Board of Education “Board” and the gross negligence or willful misconduct University of any Emisphere Indemnitee or Idaho. This provision survives the breach by Emisphere termination of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify(a) In addition to the indemnities provided under the Master Lease as incorporated herein, defend and hold harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any loss, damage, action, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, except to the extent such Losses result arising from the gross negligence or willful misconduct of any Emisphere Indemnitee Sublandlord or the breach by Emisphere of any warrantyits employees, representationcontractors, covenant agents or agreement made by Emisphere in this Agreement. 11.2 Emisphere consultants, Subtenant shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees Sublandlord from and against any Loss arising from all losses, costs, damages, expenses and liabilities, including, without limitation, reasonable attorneys’ fees and disbursements, which Sublandlord may incur or in connections with pay out (including, without limitation, to Landlord under the Master Lease) by reason of (i) any accidents, damages or injuries to persons or property occurring in, on or about the practice Premises (except to the extent caused by Emisphere of any license granted hereunderSublandlord’s negligence or willful misconduct), (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis any breach or default hereunder in accordance with applicable law and specificationsby Subtenant, (iii) Emisphere’s gross negligence any work performed after the date hereof in or willful misconductto the Premises (except if performed by Landlord or Sublandlord), or (iv) the breach by Emisphere of any warrantyact, representationomission, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct on the part of Subtenant and/or its officers, partners, employees, agents, contractors, customers and/or invitees, or any person claiming through or under Subtenant in or about the Premises. (b) Sublandlord covenants and agrees to indemnify Subtenant against and hold Subtenant harmless from any claim, demand, action, proceeding, suit, liability, loss, judgment, expense (including reasonable attorneys’ fees and disbursements) and damages of any Novartis Indemnitee kind or nature whatsoever which Subtenant may incur or pay out by reason of (i) any willful misconduct or gross negligence of Sublandlord in or about the Sublease Premises (except to the extent caused by Subtenant’s negligence), or (ii) any breach or default by Novartis Sublandlord under the Master Lease or this Sublease not otherwise attributable to the acts or omissions of any warranty, representation, covenant or agreement made by Novartis in this AgreementSubtenant. 11.3 In (c) The foregoing indemnity (and those referenced therein) shall survive the event a party seeks indemnification under expiration or earlier termination of this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimSublease.

Indemnity. 11.1 Novartis shall indemnify, defend The Pledgor jointly and severally agrees (i) to indemnify and hold harmless Emispherethe Pledgee and each other Secured Creditor and their respective successors, its affiliatesassigns, agentsemployees, directorsagents and affiliates (individually an “Indemnitee”, officers and employees collectively, the “Indemnitees”) from and against any lossand all obligations, damagedamages, actioninjuries, proceedingpenalties, expense claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereundernature, and (ii) the developmentto reimburse each Indemnitee for all reasonable costs, manufactureexpenses and disbursements, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartisincluding reasonable attorneys’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptfees and expenses, in each casecase arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such Losses result from the incurred or arising by reason of gross negligence or willful misconduct of such Indemnitee as determined by a court of competent jurisdiction in a final and non-appealable decision). In no event shall any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptbe liable, in each case, to the extent such Losses result from the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any Novartis Indemnitee matter or thing in connection with this Agreement other than to account for moneys or other property actually received by it in accordance with the breach by Novartis terms hereof. If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any warrantyreason, representation, covenant or agreement made by Novartis the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of the Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement. 11.3 In , the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) termination of a claim as soon as reasonably practicable after it receives notice all Interest Rate Protection Agreements or Other Hedging Agreements and Letters of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration)Credit, and shall cooperate as requested (at the expense payment of all other Obligations and notwithstanding the Indemnifying Party) in the defense of the claimdischarge thereof.

Indemnity. 11.1 Novartis shall indemnify, defend Each Pledgor jointly and severally agrees (i) to indemnify and hold harmless Emispherethe Pledgee, its affiliateseach Secured Creditor that is an indemnitee under Section 6 of Annex N to the U.S. Security Agreement and their respective successors, agentsassigns, directorsemployees, officers agents and employees servants (individually an “Indemnitee”, and collectively, the “Indemnitees”) from and against any lossand all claims, damagedemands, actionlosses, proceeding, expense or liability judgments and liabilities (including attorney’s feesliabilities for penalties) (“Loss”) arising from of whatsoever kind or in connection with (i) the practice by Novartis of any license granted hereundernature, and (ii) the developmentto reimburse each Indemnitee for all reasonable costs and expenses, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartisincluding reasonable attorneys’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptfees, in each casecase arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, demands, losses, judgments and liabilities (including liabilities for penalties) or expenses of whatsoever kind or nature to the extent such Losses result from the incurred or arising by reason of gross negligence or willful misconduct of such Indemnitee). In no event shall any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptbe liable, in each case, to the extent such Losses result from the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Novartis Indemnitee or Pledgor under this Section 11 are unenforceable for any reason, each Pledgor hereby agrees to make the breach by Novartis maximum contribution to the payment and satisfaction of any warranty, representation, covenant or agreement made by Novartis such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement, the termination of all Interest Rate Agreements and Letters of Credit, the full repayment of all the outstanding Senior Secured Notes and the payment of all other Obligations and notwithstanding the discharge thereof. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis The Warrant Agent shall indemnifybe liable hereunder only for its own gross negligence, defend willful misconduct or bad faith (in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction). The Company agrees to indemnify the Warrant Agent and hold save it harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any and all liabilities loss, damage, actionjudgment, proceedingfine, penalty, claim, demand, settlement, reasonable cost or expense that is paid, incurred or liability (to which it becomes subject, including attorney’s judgments, costs and reasonable counsel fees) (“Loss”) arising from , for anything done or omitted by the Warrant Agent for any action taken, suffered or omitted to be taken by the Warrant Agent in connection with the execution, acceptance, administration, exercise and performance of its duties under this Agreement, including the reasonable costs and expenses of defending against any claim of liability arising therefrom, directly or indirectly, or of enforcing its rights under this Agreement, except (i) as a result of the practice Warrant Agent’s gross negligence, willful misconduct or bad faith (in each case as determined by Novartis a final, non-appealable judgment of any license granted hereunder, a court of competent jurisdiction); or (ii) any Tax imposed on or calculated as a result of the developmentnet income received or receivable by the Warrant Agent under applicable law. Notwithstanding anything in this Agreement to the contrary, manufacturein no event shall the Warrant Agent be liable for special, usepunitive, handlingincidental, storage, sale indirect or other disposition consequential loss or damage of any Product by Novartiskind whatsoever, its Affiliates even if the Warrant Agent has been advised of the likelihood of such loss or sublicenseesdamage and regardless of the form of the action. Notwithstanding anything to the contrary herein, any liability, other than liability arising out of or attributable to the Warrant Agent’s gross negligence, willful misconduct or bad faith (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each casecase as determined by a final, non-appealable judgment of a court of competent jurisdiction) of the Warrant Agent under this Agreement shall be limited to the extent such Losses result amount of fees (but not including any reimbursed costs) paid by the Company to the Warrant Agent during the twelve (12) months immediately preceding the event for which recovery from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this AgreementWarrant Agent is being sought. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall (a) In addition to the payment of expenses pursuant to Section 9.02, the Borrower agrees to indemnify, defend pay and hold harmless Emispherethe Administrative Agent (and any sub-agent thereof), its affiliatesthe Arranger, agentseach Lender and each Related Party of any of the foregoing (each, directorsan “Indemnitee”), officers and employees from and against any loss, damage, action, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection and all Indemnified Liabilities; provided that the Borrower shall have no obligation to any Indemnitee under this paragraph with respect to (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, Indemnified Liabilities to the extent such Losses result Indemnified Liabilities arise from (x) the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptsuch Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure by such Indemnitee to comply with its obligation to fund any portion of its Loans as required hereby) or under any other Credit Document, if the Borrower or such Subsidiary has obtained a final, non-appealable judgment of a court of competent jurisdiction in its favor on such claim or (ii) any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of non-monetary injury to each Indemnitee). To the extent that the undertakings to indemnify, pay and hold harmless set forth in this paragraph may be unenforceable in whole or in part because they are violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them. All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section (a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. (b) To the extent such Losses permitted by applicable law, the Borrower shall not assert, and hereby waives, for itself and on behalf of its Affiliates, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages), whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement, arising out of, in connection with, as a result from of or in any way related to this Agreement or any other Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the gross negligence transactions contemplated hereby or willful misconduct of thereby, any Novartis Indemnitee Loan or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice use of the claimproceeds thereof or any act, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration)omission or event occurring in connection therewith, and shall cooperate as requested (at the expense Borrower, for itself and on behalf of the Indemnifying Party) its Affiliates, hereby waives, releases and agrees not to ▇▇▇ upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in the defense of the claimits or their favor.

Indemnity. 11.1 Novartis The Trust shall indemnifyindemnify Indemnitee against all liabilities and expenses, defend including amounts paid in satisfaction of judgments, in compromise or as fines and hold harmless Emispherepenalties, its affiliatesand counsel fees, agents, directors, officers and employees from and against any loss, damage, action, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or reasonably incurred by him in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale defense or other disposition of any Product action, suit or other proceeding by Novartisthe Trust or any other person, its Affiliates whether civil or sublicenseescriminal, (iii) Novartis’ in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a Trustee, officer, employee or agent, except in respect of any matter as to which he shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his duties or gross negligence or willful misconductnot to have acted in good faith in the reasonable belief that his action was in the best interests of the Trust; provided, however, that as to any matter disposed of by a compromise payment by Indemnitee pursuant to a consent decree or (iv) otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the breach Trust shall have received a written opinion from counsel approved by Novartis the Trust to the effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of Indemnitee or unless a meeting of the Trustees at which a quorum consisting of Trustees who are not parties to or threatened with such action, suit or other proceeding shall make such a determination. The rights accruing to Indemnitee under this Agreement shall not exclude any warrantyother right to which he may be lawfully entitled; provided, representationhowever, covenant that Indemnitee may satisfy any right of indemnity or agreement made by Novartis reimbursement granted herein or to which he may be otherwise entitled only out of the Trust property. The Trust may make advance payments in connection with indemnification under this Agreement, except, provided that Indemnitee shall have given a written undertaking to reimburse the Trust in each case, the event it is subsequently determined that he is not entitled to such indemnification. The level of the indemnification shall be to the full extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control net equity based on appraised and/or market value of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimIndemnitor.

Indemnity. 11.1 Novartis The Issuer shall indemnify, defend indemnify the Indenture Trustee (and hold harmless Emisphere, its affiliates, agentsofficers, directors, officers employees and employees agents) for, and hold it harmless from and against against, any loss, liability, claim, obligation, damage, actioninjury, proceedingpenalties, actions, suits, judgments or expense or liability (including attorney’s feesfees and expenses and the costs and expenses of enforcing the Issuer’s indemnification and contractual obligations hereunder) (“Loss”) incurred by it without negligence or bad faith on its part, arising from out of or in connection with (i) the practice by Novartis acceptance or administration of this Master Indenture and its duties under this Master Indenture and any Series Supplement and the Securities, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any license granted of its powers or duties and hold it harmless against, any loss, liability or reasonable expense incurred without negligence or bad faith on its part, arising out of or in connection with actions taken or omitted to be taken in reliance on any Officer’s Certificate furnished hereunder, (ii) or the developmentfailure to furnish any such Officer’s Certificate required to be furnished hereunder. The Indenture Trustee shall notify the Holders, manufacturethe Issuer, usethe Servicer, handlingeach Hedge Provider and each Liquidity Facility Provider and, storage, sale or other disposition in the case of any Product by Novartissuch claim in excess of 5% of the Adjusted Value of the Portfolio Railcars, its Affiliates or sublicenseeseach Rating Agency, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis promptly of any warrantyclaim asserted against the Indenture Trustee for which it may seek indemnity; provided, representationhowever, covenant or agreement made by Novartis in this Agreement, except, in each case, that failure to provide such notice shall not invalidate any right to indemnity hereunder except to the extent the Issuer is prejudiced by such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere delay. The Issuer shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including and the right to settle the claim solely for monetary consideration), and Indenture Trustee shall cooperate as requested (at the expense of the Indemnifying Party) in the defense (unless the Indenture Trustee determines that an actual or potential conflict of interest exists, in which case the claimIndenture Trustee shall be entitled to retain separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel). The Issuer need not pay for any settlements made without its consent; provided that such consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or indemnity against any loss or liability incurred by the Indenture Trustee through negligence or bad faith.

Indemnity. 11.1 Novartis shall Borrower hereby agrees to defend, indemnify, defend pay and hold Lender, and the agents and affiliates of Lender (collectively, the "Indemnitees") harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any lossand all other liabilities, damageobligations, actionlosses, proceedingdamages, expense penalties, actions, judgments, suits, claims, disbursements, costs and expenses of any kind or liability nature whatsoever (including attorney’s fees) (“Loss”) arising from or including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with (i) any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitees shall be designated a party thereto), that may be imposed on, incurred by or asserted against the practice by Novartis Indemnitees, in any manner arising out Borrower's breach of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in default under this Agreement, exceptor any other agreement, document or instrument executed and delivered by Borrower in each caseconnection herewith, the agreement of Lender to make the extent such Losses result Loan under this Agreement or the use or intended use of the proceeds of any Loan under this Agreement (collectively, the "Indemnified Liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities directly and solely resulting from the gross negligence or willful misconduct of any Emisphere that Indemnitee or as determined by a court of competent jurisdiction in a final, non-appealable order. To the breach by Emisphere extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any warrantylaw or public policy, representation, covenant Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or agreement made by Emisphere any of them. The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify20.1 Subject to the terms and conditions of this Agreement and the Purchaser taking all necessary steps to mitigate any relevant loss or liability, defend the Vendor and CDT UK will defend, indemnify and hold the Purchaser harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any lossall claims, damagelosses, actionliabilities, proceedingdamages, expense or liability costs and expenses (including attorney’s fees) (“Loss”) arising from without limitation reasonable fees and expenses of attorneys incurred in investigation or in connection with (i) the practice by Novartis defense of any license granted hereunder, (iithird-party claim against the Purchaser) to the development, manufacture, use, handling, storage, sale extent to which these are reasonably foreseeable which result from any breach of a representation and warranty or other disposition covenant of any Product by Novartis, its Affiliates the Vendor or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis CDT UK in this Agreement, exceptJVA and the Ancillary Agreement Provided always that, in each casethe event that the Purchaser does not proceed with the Second Sale, the Purchaser may seek to enforce and subsequently enforce any claim against any property of the Vendor and/or CDT UK and/or the Pledged Securities as determined in the discretion of the Purchaser. In relation to any dispute as to the extent such Losses to which losses are reasonably foreseeable the burden of proof shall be on the Vendor or CDT UK as appropriate. 20.2 Subject to the terms and conditions of this Agreement, the Purchaser will defend, indemnify and hold the Vendor harmless from and against all claims, losses, liabilities, damages, costs and expense (including without limitation reasonable fees and expenses of attorneys incurred in investigation or defense of any third-party action) to the extent to which these are reasonably foreseeable which result from a breach of a representation and warranty or covenant of the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere Purchaser in this Agreement. 11.2 Emisphere shall indemnify20.3 For the avoidance of doubt, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere amount of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence judgement or willful misconduct, award against the relevant party or (iv) the breach by Emisphere amount of any warrantyreasonable settlement reasonably approved by the Vendor or CDT UK (as the case may require) together with in each such case reasonable fees and expenses of attorneys incurred in investigation or defense of the same, representation, covenant which gives rise to or agreement made by Emisphere in arises from a breach of this Agreement, exceptshall for the purpose of this clause be regarded as reasonably foreseeable. 20.4 This Agreement and the rights and obligations of the parties shall be governed by, and construed in each caseaccordance with, the laws of California, without giving effect to the extent choice of law principles thereof provided, however, that as to matters of corporate governance and procedure relating to the Corporation, the General Corporation Law of the State of Delaware shall apply. 20.5 Except as provided for herein, any disagreement between the parties over any matters arising out of the interpretation and/or enforcement of the terms of this Agreement or a subcontract of whatsoever nature including, but not limited to, amounts of money allegedly owed by one party to another party which the parties have not resolved between themselves, shall be submitted to binding arbitration at the instigation of either party hereto. Such party shall provide written notice of the decision to have such Losses result from disagreement settled by binding arbitration. Each party shall be responsible for paying its own respective costs, fees, attorney’s fees and expenses concerning the gross negligence arbitration. The arbitration provided for herein shall be held in Tokyo and governed by the then current rules promulgated by the Japan Arbitration Association if the Vendor or willful misconduct CDT UK initiates the arbitration. The arbitration provided herein shall be held in London and governed by the then current rules promulgated by London Court of International Arbitration if the Purchaser initiates the arbitration. No party shall have recourse to the courts to settle any Novartis Indemnitee dispute or disagreement between the breach parties arising out of interpretation and/or enforcement of this Agreement without first having submitted the matter to arbitration as herein described, and then only to enforce the decision arrived at by Novartis the majority vote of any warranty, representation, covenant or agreement made by Novartis said arbitrators 20.6 The Parties agree to act at all times in the utmost good faith towards each other in respect of all the matters referred to in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis The Composer shall indemnify, defend at all times indemnify and hold harmless Emisphere, its affiliates, agents, directors, officers InStyle and employees any licensee of InStyle from and against any lossand all claims, damagedamages, actiondemands, proceedingliabilities, expense or liability (costs and expenses, including attorney’s legal expenses and reasonable counsel fees) (“Loss”) , arising from or in connection with (i) the practice by Novartis out of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale breach or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the alleged breach by Novartis of any warranty, representation, covenant or agreement made by Novartis the Composer in this AgreementAgreement or any other act or omission by the Composer in derogation of the representations, exceptwarranties, covenants or agreements made in each casefavour of InStyle herein. Such indemnity shall also extend to reasonable counsel fees and court costs incurred in connection with any claim, action or proceeding brought by InStyle. InStyle shall use its best efforts to notify the extent such Losses result from the gross negligence or willful misconduct Composer of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent action commenced on such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it within thirty (30) days of the date InStyle receives written notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) thereof. The Composer may participate in the defense of any such claim through counsel of the Composer’s selection at the Composer’s own expense, but InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or resume control of the conduct of the defense. Pending the resolution of any claim, action or proceeding covered by this indemnity, InStyle shall have the right to withhold from Royalties otherwise becoming due to the Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not continue to withhold Royalties in connection therewith under this Section.

Indemnity. 11.1 Novartis The Company shall indemnifyindemnify the Indemnitee, defend and hold harmless Emisphereeffective from the date the Indemnitee was first elected to the Board or appointed as an officer of the Company, its affiliates, agents, directors, officers and employees from and against any lossand all Expenses, damagejudgments, actionfines, proceedingpenalties, expense or liability (including attorney’s fees) (“Loss”) arising from or settlements and any other amounts actually and reasonably incurred by the Indemnitee in connection with any Proceeding to the full extent permitted by the Act and, (ia) the practice Indemnitee acted honestly and in good faith with a view to the best interests of the Company; and s (b) in the case of a criminal or administrative action or proceeding that is enforced by Novartis a monetary penalty, the Indemnitee had reasonable grounds for believing that his or her conduct was lawful (such sections 3(1)(a) and (b) being herein collectively referred to as the “Conditions”). No determination in any Proceeding against the Indemnitee by judgment, order, settlement (with or without court approval) or conviction shall, of itself, create a presumption that the Indemnitee did not meet the Conditions. The Indemnitee shall be deemed, subject only to compelling evidence to the contrary, to have acted honestly and in good faith with a view to the best interests of the Company, and the Company shall have the burden of establishing the absence of good faith or acting with a view to best interests of the Company on the part of the Indemnitee. Notwithstanding any license granted hereunder, (ii) other provision of this Agreement to the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each casecontrary, to the extent such Losses result from that the gross negligence Indemnitee is, by reason of the Indemnitee’s status with respect to the Company or willful misconduct of any Emisphere other Subject Entity, a witness or otherwise participates in any action, suit or proceeding at a time when the Indemnitee is not a party in the action, suit or proceeding, the Company shall indemnify the Indemnitee against all expenses (including Expenses) actually and reasonably incurred by the Indemnitee or on the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere Indemnitee’s behalf in this Agreement. 11.2 Emisphere connection therewith. The Indemnitee shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure be presumed to manufacture Commercial Carrier supplied be entitled to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives Agreement upon notice of the claim, shall permit the Indemnifying Party pursuant to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary considerationSection 3(2), and the Company shall cooperate have the burden of proof in overcoming that presumption in reaching a determination contrary to that presumption. Such presumption shall be used as requested (at a basis for a determination of entitlement to indemnification unless the expense Company overcomes such presumption by clear and convincing evidence. For greater certainty, the Indemnitee shall not be prevented from seeking indemnification under this Section 3 as a result of the Indemnifying Party) industry in which the defense Company operates (including as a result of the claimCompany being involved in business activities that are regulated under the United States Controlled Substances Act).

Indemnity. 11.1 Novartis (A) Tenant shall indemnify, defend defend, and hold harmless Emisphere, Landlord and its affiliates, agentsofficers, directors, officers agents and employees (together, the “Indemnified Parties”), harmless from and against any lossand all manner of losses, damageclaims, actiondemands, proceedingactions, expense suits, damages (including, without limitation, punitive damages), fines, penalties, administrative and judicial proceedings, judgments, settlements, expenses (including, without limitation, reasonable consultant fees, attorneys’ fees, or liability (including attorney’s expert fees) and/or costs (collectively, the “LossIndemnified Exposures”) arising from which are brought or in connection with recoverable against, or suffered or incurred by, Landlord or the Indemnified Parties as a result of (i) Tenant’s failure to comply with the practice by Novartis provisions of any license granted hereunderthis Article 10, (ii) the development, manufacture, use, handling, storage, sale Release by Tenant or other disposition any Person acting through or on behalf of Tenant of any Product by NovartisHazardous Materials in, its Affiliates on, under, or sublicensees, from the Premises or the Common Use Facilities during the Lease Term and/or during the ABX Prior Possession Period for which remediation is required under applicable Environmental Laws and (iii) Novartis’ gross negligence any noncompliance with Environmental Laws caused by Tenant or willful misconductABX within the Air Park during the Lease Term or during the ABX Prior Possession Period, regardless of whether Tenant had knowledge of any of the foregoing. (B) Without limiting the foregoing, if any condition covered by Tenant’s indemnification obligations set forth in Section 10.03(A) occurs (each an “Environmental Indemnification Condition”), then (a) Tenant shall, at its sole cost and expense, promptly take all actions as are reasonably necessary to return the Premises or the Common Use Facilities, as the case may be, or any improvements thereon (iv) and the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each caseAir Park, to the extent applicable) in all material respects to the condition required by applicable Environmental Laws; provided, that Landlord’s approval of such Losses result actions shall first be obtained, which approval shall not be unreasonably withheld, conditioned or delayed; and (b) if, due to a Release of Hazardous Materials by Tenant or any Person acting through or on behalf of Tenant during the Lease Term or during the ABX Prior Possession Period, a governmental authority determines that site investigation, site assessment and/or a cleanup plan must be prepared or that a cleanup should be undertaken on or surrounding the Premises or the Common Use Facilities or in any improvements thereon due to any such Release by Tenant or any Person acting through or on behalf of Tenant, then, subject to the terms of this Article 10, Tenant shall, at its sole cost and expense, prepare and submit the required plans and financial assurances, and carry out the approved plans; provided that, Tenant shall have the right to participate with Landlord in all discussions and communications with such governmental authority with respect to such matters and the right to contest in good faith and with diligence any such determination by such governmental authority, and to assert claims against any third party. Anything contained in this Agreement to the contrary notwithstanding, Tenant shall have no responsibility or liability under this Agreement for cleanup or any other action relating to a Release of Hazardous materials in, on or under, or from the gross negligence or willful misconduct of any Emisphere Indemnitee Premises or the breach by Emisphere of Common Use Facilities occurring prior to the ABX Prior Possession Period. (C) The following terms shall apply to any warranty, representation, covenant or agreement and all Indemnified Exposures claims made by Emisphere in Landlord against Tenant relating to any Environmental Indemnification Condition under this Lease Agreement: (i) Prior to asserting any such Indemnified Exposures claim against Tenant, Landlord shall provide to Tenant: (a) prompt, written notice of such Indemnified Exposures claim with sufficient detail so as to permit Tenant to understand the nature of such claim, and (b) if curable, a reasonable opportunity for Tenant to cure the same by causing action to be taken to remedy or otherwise address the Environmental Indemnification Condition (and/or the consequences thereof, including, without limitation, fines or penalties) which gives rise to such Indemnified Exposures claim. 11.2 Emisphere (ii) Landlord’s claims relating to Indemnified Exposures shall indemnifybe limited to Indemnified Exposures arising out of or relating to any one or all of the following: (a) any claims, defend actions, suits, proceedings or demands instituted or asserted by a third party, including, without limitation, by a governmental authority having jurisdiction; (b) one or more Environmental Indemnification Conditions that materially interfere with any bona fide then-existing use or reasonably anticipated use of the Premises and/or the Air Park by Landlord or its employees, agents, tenants or invitees; (c) one or more Environmental Indemnification Conditions that reasonably do or could adversely affect the health, safety or welfare of the public or any user of or invitee at the Air Park taking into account any applicable standards for such health, safety and public welfare considerations included in the applicable Environmental Laws; or (d) one or more Environmental Indemnification Conditions which Landlord is required by applicable Environmental Laws to address; and (iii) Landlord’s claims relating to remediation of an Indemnified Environmental Condition shall be limited to those costs reasonably necessary to attain Ohio EPA Voluntary Action Program standards applicable to the current “Land Use and Activities” category for the Premises and/or the affected Common Use Facilities, as the case may be, as that term is defined in Ohio Administrative Code 3745-300-08(C)(2)(c)(iii)(March 1, 2009 edition), with no use of groundwater for any purpose other than monitoring and no use of subsurface structures for human occupancy, and not for any other more superior uses or more stringent standards. (D) The indemnification and hold harmless Novartisobligations of Tenant under this Section 10.03 shall survive any expiration or termination of this Lease Agreement, its affiliatesany renewal, agents directors, officers expansion or amendment of this Lease Agreement and/or the execution and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere delivery of any license granted hereundernew lease with Tenant covering all or any portion of the Premises or the Air Park. The term “Indemnified Exposures” shall include, (ii) Emisphere’s failure without limitation, necessary costs incurred in connection with any investigation of on-site conditions or off-site conditions directly relating to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specificationsReleases of Hazardous Materials by Tenant or its permitted sublessees from the Premises or the Common Use Facilities or any necessary cleanup, (iii) Emisphere’s gross negligence remediation, removal or willful misconduct, or (iv) the breach restoration work required by Emisphere an Environmental Law because of any warranty, representation, covenant or agreement made matter covered by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks Tenant’s indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimSection 10.03.

Indemnity. 11.1 Novartis shall The Pledgor agrees (i) to indemnify, defend reimburse and hold harmless Emispherethe Pledgee and its respective successors, its affiliatesassigns, agentsemployees, directorsagents and affiliates (individually an “Indemnitee”, officers and employees collectively, the “Indemnitees”) from and against any lossand all obligations, damagedamages, actioninjuries, proceedingpenalties, expense claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereundernature, and (ii) the developmentto reimburse each Indemnitee for all reasonable costs, manufactureexpenses and disbursements, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartisincluding reasonable attorneys’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptfees and expenses, in each casecase arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other secured debt agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such Losses result from the incurred or arising by reason of gross negligence or willful misconduct of any Emisphere such Indemnitee or (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis Pledgee hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptbe liable, in each case, to the extent such Losses result from the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any Novartis Indemnitee matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the breach by Novartis terms hereof. If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any warrantyreason, representation, covenant or agreement made by Novartis the Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of the Pledgor contained in this AgreementSection 11 shall continue in full force and effect notwithstanding the full payment of all Secured Obligations and notwithstanding the discharge thereof. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify21.1 Subject to the provisions of this Agreement, defend the Licensee will at all times indemnify and hold harmless Emisphereand defend the Licensor and its officers, its affiliates, agents, directors, officers employees and employees agents (in this sub clause referred to as "those indemnified") from and against any loss, damage, action, proceeding, expense loss (including reasonable legal costs and expenses) or liability (including attorney’s fees) (“Loss”) arising from reasonably incurred or suffered by any of those indemnified where such loss or liability was caused by any wilful, unlawful or negligent act or omission of the Licensee, its employees, agents or sub-contractors in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify21.2 Those indemnified will not settle any claim or demand without obtaining the prior consent of the Licensee. 21.3 The Licensee's liability under Clause 22.1 to indemnify those indemnified will be reduced proportionally to the extent that any act or omission of those indemnified contributed to the loss. 21.4 Subject to the provisions of this Agreement, defend the Licensor will at all times indemnify and hold harmless Novartisand defend the Licensee and its officers, its affiliates, employees and agents directors, officers and employees (in this sub clause referred to as "those indemnified") from and against any Loss arising from loss (including reasonable legal costs and expenses) or liability reasonably incurred or suffered by any of those indemnified where such loss or liability was caused by any wilful, unlawful or negligent act or omission of the Licensor, its employees, agents or sub-contractors in connections connection with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 21.5 The Licensor further indemnifies the Licensee against loss or liability caused by inaccuracy of any detail regarding the representations and warranties made by Licensor of the ability of the Product to remove Phosphorus from water as detailed in Annexure C. 21.6 The Licensor further indemnifies the Licensee against loss or liability resulting from claims, including but not limited to Patent and Trademark infringement, against the Licensee regarding Intellectual Property of the Licensor but the Licensor shall not be required to indemnify the Licensee as provided in Clause 21.6 unless the Licensee: (a) notifies the Licensor in writing as soon as practicable of any infringement, suspected infringement or alleged infringement; (b) gives the Licensor the option to conduct the defence of such a claim, including negotiations for settlement or compromise prior to the institution of legal proceedings; (c) provides the Licensor with reasonable assistance in conducting the defence of such a claim; and (d) authorises the Licensor to procure for the Licensee the authority to continue the use and possession of the infringing Product. 21.7 The Licensor shall not indemnify the Licensee to the extent that an infringement, suspected infringement or alleged infringement arises from: (a) use of the Product in combination by any means and in any form with other goods not specifically approved by the Licensor; (b) use of the Product in a manner or for a purpose not reasonably contemplated or not authorised by the Licensor; (c) modification or alteration of the Product without the prior written consent of the Licensor. 21.8 In the event that proceedings are brought or threatened by a third party seeks indemnification under this Article, it shall inform against the other party (Licensee alleging that the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice Licensee's use of the claimProduct constitutes an infringement of intellectual property rights, the Licensor must at its own expense conduct the defence of such proceedings. The Licensee shall permit provide all necessary co-operation, information and assistance to the Indemnifying Party to assume direction and control Licensor in the conduct of the defense defence of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimsuch proceedings.

Indemnity. 11.1 Novartis Lessee shall indemnify, defend and hold keep harmless EmisphereLessor and any Assignee, its affiliates, agents, directors, officers and their respective agents and employees (each, an "Indemnitee"), from and against any and all Claims (other than such as may directly and proximately result from the actual, but not imputed, gross negligence or willful misconduct of such Indemnitee), by paying, on a net after-tax basis, or otherwise discharging same, when and as such Claims shall become due. Lessee agrees that the indemnity provided for in this Section includes the agreement by Lessee to indemnify each Indemnitee from the consequences of its own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify each such Indemnitee with respect to Claims for which such Indemnitee is strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the defense of and/or to settle any Claim, in each case, so long as (1) no Default or Event of Default has occurred and is then continuing, (2) Lessee confirms, in writing, its unconditional and irrevocable commitment to indemnify each Indemnitee with respect to such Claim, (3) Lessee is financially capable of satisfying its obligations under this Section, (4) Lessor approves the defense counsel selected by Lessee, and (5) there is no reasonable risk of criminal liability being imposed on Lessor or any of its directors, officers or employees as a result of such Claim. The term "Claims" shall mean all claims, allegations, ▇▇▇▇▇, judgments, settlements, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that Lessor has incurred or for which it is responsible, in the nature of interest, Liens, and costs (including attorneys' fees and disbursements and any other legal or non-legal expenses of investigation or defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person, arising on account of (A) any Lease Document, including the performance, breach (including any Default or Event of Default) or enforcement of any of the terms thereof, or (B) the Equipment, or any part or other contents thereof, any substance at any time contained therein or emitted therefrom, including any hazardous substances, or the premises at which the Equipment may be located from time to time, or (C) the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession of any property to which it may be attached from time to time, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used, possessed or operated, during the term of any Schedule with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, actiondestruction, proceedingtheft, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunderremoval, (ii) the developmentreturn, manufacture, use, handling, storagesurrender, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductthe Equipment, or any item thereof, including, Claims involving or alleging environmental damage, or any criminal or terrorist act, or for whatever other reason whatsoever (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result excluding Claims resulting solely and directly from the gross negligence or willful misconduct of any Emisphere Indemnitee Indemnitee). If any Claim is made against Lessee or an Indemnitee, the breach by Emisphere party receiving notice of such Claim shall promptly notify the other, but the failure of the party receiving notice to so notify the other shall not relieve Lessee of any warranty, representation, covenant or agreement made by Emisphere in this Agreementobligation hereunder. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis The Security Provider and Funding 2 shall jointly and severally indemnify, defend and keep indemnified, and hold harmless Emisphere, its affiliates, agents, directors, officers the Custodian and employees any BNY Mellon Affiliates on an after tax basis from and against all Losses which the Custodian and any lossBNY Mellon Affiliates may incur, damageincluding, actionbut not limited to, proceedingpenalties, expense taxes, judgments and awards, properly incurred legal fees and expenses, relating to or liability arising out of the performance of the Custodian's or any BNY Mellon Affiliates' obligations under this Agreement (including attorneywhere appointed as liquidation agent pursuant to the Section 3.5 of this Agreement), except to the extent resulting from the Custodian's or BNY Mellon Affiliates' negligence, wilful misconduct or fraud or to the extent that such Losses are incurred directly as a result of the Custodian or any BNY Mellon Affiliate not complying with its obligations under this Agreement: (a) under Section 2.1 to identify Eligible Collateral in its books and records as being beneficially owned by the Security Provider, provided that the Custodian shall be entitled to be indemnified by the Security Provider and Funding 2 on a joint and several basis in respect of the Custodian’s feescomplying with any Authorised Instruction delivered by the Secured Party following a Secured Party Notice becoming effective, even if the Secured Party was not entitled to deliver such Secured Party Notice under the terms of the Funding 2 Collateral Security Agreement; or (b) under Section 2.2 and Section 2.3: (“Loss”a) arising to segregate the Eligible Collateral held for the Security Provider on the Custodian’s books and records from or in connection with (i) the practice by Novartis Custodian’s own property and the property of any license granted hereunderBNY Mellon Affiliate and the Custodian’s other clients and any other person; (b) not to commingle Eligible Collateral which are beneficially owned by the Custodian with Eligible Collateral of the Security Provider; and (c) not to use the Eligible Collateral or, (ii) subject to the development, manufacture, use, handling, storage, sale or other disposition Custodian’s rights of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis lien and set-off as set out in this Agreement, except, for its own account; (c) under Section 2.3 to hold Property at the Custodian or Depositories and not through a sub-custodian; or (d) under paragraph (b) of Schedule B not to record Eligible Collateral as being held in each case, an account outside England unless held in another jurisdiction as may be required by the rules of the relevant Depository. Any disclosure by the Security Provider or Funding 2 to the extent such Losses result from Custodian that the gross negligence Security Provider or willful misconduct Funding 2 has entered into this Agreement as an agent or representative of another person shall not relieve the Security Provider or Funding 2 of any Emisphere Indemnitee of its obligations under this Agreement. This provision shall survive the termination of this Agreement or the breach by Emisphere of Custodian no longer being the custodian hereunder. The Security Provider undertakes to indemnify Funding 2 for any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure amounts Funding 2 is required to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification pay under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimSection 7.7 or this Section 7.8.

Indemnity. 11.1 Novartis shall indemnifyTo the extent not expressly prohibited by law, defend Landlord and Tenant each (in either case, the “Indemnitor”) agree to hold harmless Emisphereand indemnify the other and the other’s agents, its affiliatespartners, agentsshareholders, members, officers, directors, officers beneficiaries and employees from and against any loss(collectively, damage, action, proceeding, expense or liability (including attorney’s fees) (the “LossIndemnitees”) arising from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or in connection with (i) incurred by or asserted against the practice by Novartis of any license granted hereunderIndemnitees, (ii) the developmentincluding without limitation reasonable attorneys’ fees and expenses, manufacture, use, handling, storage, sale for death or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductinjury to, or (iv) damage to property of, third parties, other than the breach by Novartis of any warrantyIndemnitees, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result that may arise from the gross negligence or willful misconduct of Indemnitor or any Emisphere Indemnitee of Indemnitor’s agents, members, partners or the breach by Emisphere employees. Such third parties shall not be deemed third party beneficiaries of this Lease. If any warrantyaction, representation, covenant suit or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and proceeding is brought against any Loss arising from or in connections with (i) of the practice Indemnitees by Emisphere reason of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of Indemnitor or any Novartis Indemnitee of Indemnitor’s agents, members, partners or the breach by Novartis of any warrantyemployees, representationthen Indemnitor will, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction at Indemnitor’s expense and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense option of said Indemnitees, by counsel reasonably approved by said Indemnitees, resist and defend such action, suit or proceeding. In addition, to the Indemnifying Partyextent not expressly prohibited by law, Tenant agrees to hold harmless and indemnify Landlord and Landlord’s Indemnitees from any losses, damages, judgments, claims, expenses, costs and liabilities imposed upon or incurred by or asserted against Landlord or Landlord’s Indemnitees, including reasonable attorneys’ fees and expenses, for death or injury to, or damage to property of, third parties (other than Landlord’s Indemnitees) that may arise from any act or occurrence in the defense Premises, except to the extent caused by the negligence or willful misconduct of the claimLandlord or Landlord’s Indemnitees.

Indemnity. 11.1 Novartis shall indemnify, defend Debtor hereby indemnifies and agrees to hold harmless EmisphereLender, and its affiliates, agentsofficers, directors, officers employees, agents and employees representatives (each an “Indemnified Person”) from and against any lossand all liabilities, damageobligations, actionclaims, proceedinglosses, expense damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements of any kind or nature (including attorney’s fees) (collectively, the “LossClaims”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising from or in connection with the Loan Documents, the Indebtedness (iincluding, for the avoidance of doubt, any Bank Product) or the practice by Novartis Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any license granted hereunderIndemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as: (iia) a court of competent jurisdiction enters a final judgment as to the development, manufacture, use, handling, storage, sale or other disposition extent and effect of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ the alleged gross negligence or willful misconduct, ; or (ivb) the breach Lender has expressly agreed in writing with Debtor that such Claim is proximately caused by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereIndemnified Person’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere . The indemnification provided for in this Agreement, except, in each case, to Section shall survive the extent such Losses result from the gross negligence or willful misconduct termination of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), Agreement and shall cooperate as requested (extend and continue to benefit each individual or entity that is or has at the expense of the Indemnifying Party) in the defense of the claimany time been an Indemnified Person hereunder.

Indemnity. 11.1 Novartis (a) The Issuer shall indemnify, defend and hold harmless Emisphere, the Security Trustee (and its affiliates, agentsofficers, directors, officers employees, representatives and employees agents) from and against against, any loss, damageliability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, actionincluding the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder. The Security Trustee (i) must provide reasonably prompt notice to the Issuer of any claim for which indemnification is sought, proceeding, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the Issuer, which consent shall not be unreasonably withheld. The Issuer shall not be required to reimburse any expense or indemnify against any loss or liability incurred by the Security Trustee through negligence or bad faith. The Issuer may, in its sole discretion and at its expense, control the defense of the claim including, designating counsel for the Security Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Issuer may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the Issuer shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Security Trustee are in conflict with those of the Issuer and (iii) the indemnified person shall have the right to disapprove the counsel designated by the Issuer which disapproval shall not be unreasonably given. (b) The Issuer shall within ten (10) Business Days after demand pay to the Security Trustee the amount of any and all reasonable expenses, including attorney’s fees) (“Loss”) arising from or the reasonable fees and expenses of its counsel and of any experts and agents, that the Security Trustee may incur in connection with (i) the practice by Novartis administration of any license granted hereunderthis Agreement (in accordance with fee arrangements agreed between the Security Trustee and the Issuer), (ii) the developmentcustody, manufacturepreservation, useuse or operation of, handlingor the sale of, storage, sale collection from or other disposition realization upon, any of any Product by Novartis, its Affiliates or sublicenseesthe Collateral, (iii) Novartis’ gross negligence the exercise or willful misconduct, enforcement of any of the rights of the Security Trustee or any other Secured Party against the Issuer or any Grantor hereunder or (iv) the breach failure by Novartis of the Issuer or any warranty, representation, covenant Grantor to perform or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of observe any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimprovisions hereof.

Indemnity. 11.1 Novartis 8.1.1. Licensee shall indemnify, defend and hold harmless Emisphere, Harvard and its affiliates, agents, current and former directors, officers governing board members, trustees, officers, faculty, medical and employees professional staff, employees, students and agents and their respective successors, heirs and assigns (the “Indemnitees”) from and against any lossclaim, liability, cost, expense, damage, actiondeficiency, proceeding, expense loss or liability obligation of any kind or nature (including attorney’s feesreasonable attorneys’ fees and other costs and expenses of litigation) (“Loss”) based upon, arising from out of or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in otherwise relating to this Agreement, exceptincluding any cause of action relating to product liability concerning any product, in each caseprocess or service made, used, sold or performed pursuant to any right or license granted under this Agreement (collectively “Claims”). Neither Licensee nor Harvard shall settle any Claim without the prior written consent of the other, which consent shall not be unreasonably withheld. Licensee shall, at its own expense, provide attorneys reasonably acceptable to Harvard to defend against any actions brought or filed against any Indemnitee hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought. 8.1.2. HHMI, and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”), will be indemnified, defended by counsel acceptable to HHMI (such acceptance not to be unreasonably withheld), and held harmless by Licensee from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “HHMI Claims”), based upon, arising out of, or otherwise relating to this Agreement or any sublicense, including without limitation any cause of action relating to product liability. The previous sentence will not apply to any HHMI Claim to the extent such Losses that it is determined with finality by a court of competent jurisdiction to result from the gross negligence or willful misconduct of an HHMI Indemnitee. Notwithstanding any Emisphere Indemnitee or the breach by Emisphere other provision of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend Licensee’s obligation to defend, indemnify and hold harmless Novartisthe HHMI Indemnitees under this paragraph will not be subject to any limitation or exclusion of liability or damages or otherwise limited in any way. The provisions of this Article 8 will survive termination of this Agreement. In the case of an HHMI Indemnitee, its affiliatesnotice shall be given reasonably promptly following actual receipt of written notice of an HHMI Claim by an officer or attorney of HHMI. Notwithstanding the foregoing, agents directorsthe delay or failure of an HHMI Indemnitee to give prompt notice to Licensee of any HHMI Claims shall not affect the rights of such HHMI Indemnitee unless, officers and employees from and against any Loss arising from then only to the extent that, such delay or in connections with failure is prejudicial to or otherwise adversely affects Licensee. The HHMI Indemnitees shall (i) permit Licensee, at its sole expense, to control the practice by Emisphere defense (including litigation and/or settlement) of any license granted hereunderthe HHMI Claims, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) with Licensee in the defense of such HHMI Claims, at the claimLicensee’s expense; provided, however, Licensee agrees not to settle any HHMI Claim against an HHMI Indemnitee without HHMI’s written consent, where (a) such settlement would include any admission of liability on the part of any HHMI Indemnitee, (b) such settlement would impose any restriction on any HHMI Indemnitee’s conduct of any of its activities, or (c) such settlement would not include an unconditional release of all HHMI Indemnitees from all liability for claims that are the subject matter of the settled HHMI Claim. The Licensee will keep HHMI informed of its defense of any HHMI Claims pursuant to this Section 8.1.2 (Indemnity).

Indemnity. 11.1 Novartis Tenant shall indemnify, defend and protect, hold harmless Emisphereand defend Landlord and Landlord’s officers, its affiliatesdirectors, shareholders, partners, members, principals, employees, agents, directorsrepresentatives, officers and employees other related entities and individuals, and their respective successors and assigns, from and against any lossand all liabilities, damageclaims, actionsuits, proceedingjudgments, expense or liability actions, investigations, proceedings, costs and expenses (including attorney’s fees) (“Loss”attorneys’ fees and costs) arising from out of or in connection with (i) the practice by Novartis any breach of any license granted hereunder, (ii) provisions of this Article or directly or indirectly arising out of the development, manufacture, use, handlinggeneration. storage, release, disposal or transportation of Hazardous Materials by Tenant, or any assignee or subtenant of Tenant, or their respective agents, contractors, employees. licensees, or invitees (Tenant Parties”), on, under or about the Premises during the Lease Term or any other period of Tenant’s actual or constructive occupancy of the Premises, including, but not limited to, all foreseeable and unforeseeable consequential damages and the cost of any Remedial Work. Any defense of Landlord pursuant to this Section shall be by counsel reasonably acceptable to Landlord. Neither the consent by Landlord to the use, generation, storage, sale release, disposal or other disposition transportation of Hazardous Materials nor the strict compliance with ail Hazardous Materials Laws shall excuse Tenant from Tenant’s indemnification obligations pursuant to this Article. The foregoing indemnity shall be in addition to and not a limitation of the indemnification provisions of Article 13 of this Lease. Tenant’s obligations pursuant to this Article shall survive the termination or expiration of this Lease but only as to Hazardous Materials used or stored by Tenant or the Tenant Parties. Nothing in this Lease shall impose on Tenant any Product by Novartis, its Affiliates or sublicensees, liability (iiiincluding payment as part of Operating Costs) Novartis’ gross negligence or willful misconductfor Hazardous Materials existing in the Premises as of the Commencement Date, or (iv) brought onto the breach Premises or Center after the expiration of this Lease by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend persons other than Tenant and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconductTenant Parties, or (iv) any liability in connection with Hazardous Materials brought onto the breach Premises or Center by Emisphere of Landlord, other tenants or any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to third parties other than the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this AgreementTenant Parties. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall (i) The Mortgagor agrees to indemnify, defend pay and hold harmless Emisphere, its affiliates, agentsthe Mortgagee and each of the other Secured Parties and the officers, directors, officers employees, agents and employees Affiliates of the Mortgagee and each of the other Secured Parties (collectively, the “Indemnitees”) from and against any lossand all other liabilities, damageobligations, actionlosses, proceedingdamages, expense penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or liability disbursements of any kind or nature whatsoever (including attorney’s fees) (“Loss”) arising from or including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), which may be imposed on, incurred by or asserted against that Indemnitee, in any manner relating to or arising out hereof, the Indenture, the Notes, any other Security Document or any other document evidencing the Secured Obligations (i) including, without limitation, any misrepresentation by the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis Mortgagor in this AgreementMortgage, exceptthe Indenture, in each casethe Notes, any other Security Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”); provided, however, that the Mortgagor shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities if it has been determined by a final decision (after all appeals and the extent expiration of time to appeal) by a court of competent jurisdiction that such Losses result Indemnified Liabilities arose from the gross negligence or willful misconduct of any Emisphere Indemnitee or that Indemnitee. To the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall extent that the undertaking to indemnify, defend pay and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or set forth in connections with (i) the practice by Emisphere preceding sentence may be unenforceable because it is violative of any license granted hereunderlaw or public policy, (ii) Emisphere’s failure the Mortgagor shall contribute the maximum portion which it is permitted to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with pay and satisfy under applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each caselaw, to the extent such Losses result from payment and satisfaction of all Indemnified Liabilities incurred by the gross negligence Indemnitees or willful misconduct any of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementthem. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify(a) Without limiting any other indemnity extended by Tenant to Landlord under the provisions of this Lease, defend Tenant hereby indemnifies and agrees to hold harmless Emisphere, its affiliates, the Landlord (and all of Landlord’s agents, directorsrepresentatives, officers employees, shareholders, partners and employees attorneys) harmless from and against any and all loss, damageliability, actionclaim and/or expenses (including, proceedingwithout limitation, expense or liability (including attorney’s feesreasonable attorneys’ fees and disbursements) (“Loss”) arising from or in connection with or arising from: (ia) any default by Tenant under this Lease continuing beyond the practice by Novartis expiration of any license granted hereunderapplicable notice and cure periods, (iib) Tenant’s use or occupancy of the developmentdemised premises and/or (c) any acts, manufactureomissions, use, handling, storage, sale or other disposition negligence of any Product by NovartisTenant, its Affiliates employees, servants, contractors, agents, licensees and invites in or sublicenseesabout the demised premises or the Building. Tenant shall pay to Landlord as Additional Rent an amount equal to all such losses, liabilities, claims and expenses within thirty (iii30) Novartis’ gross negligence days after Landlord’s rendition to Tenant of bills or willful misconductstatements therefor. Landlord will, or (iv) the breach by Novartis of at Tenant’s expense, reasonably cooperate with Tenant in connection with any warranty, representation, covenant or agreement claims made by Novartis Tenant against third parties in connection with actions for which Landlord in indemnified hereunder. This Article 60(a) shall survive the expiration or sooner termination of this AgreementLease. (b) Landlord hereby indemnifies and agrees to hold Tenant (and all of Tenant’s agents, exceptrepresentatives, employees, shareholders, partners and attorneys) harmless from and against any and all loss, liability, claim and/or expenses (including, without limitation, reasonable attorneys’ fees and disbursements) in each case, to the extent such Losses result connection with or arising from the gross any negligence or willful misconduct of any Emisphere Indemnitee Landlord. This Article 60(b) shall survive the expiration or the breach by Emisphere sooner termination of any warranty, representation, covenant or agreement made by Emisphere in this AgreementLease. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis In consideration of the execution and delivery of this Agreement by each Advisor, the Recipient shall indemnify, defend exonerate and hold each member of such Advisor’s Group (collectively, with respect to any Advisor, the “Indemnitees”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Recipient’s obligations hereunder (including but not limited to the obligations specified in this Section 8), free and harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any loss, damage, action, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any all Loss arising from any Claim (collectively, the “Indemnified Liabilities”), incurred by the Indemnitees or any of them as a result of, arising out of, or in connections with (i) any way relating to the practice by Emisphere execution, delivery, performance, enforcement or existence of this Agreement or the Management Services contemplated hereby, except for any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emispheresuch Indemnified Liabilities arising from such Indemnitee’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, and if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Recipient hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this ▇▇▇▇▇▇▇ ▇, ▇▇▇▇ of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such Losses result from effect, in which case to the gross negligence or willful misconduct extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Recipient, then such payments shall be promptly repaid by such Indemnitee to the Recipient. The rights of any Novartis Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or the breach by Novartis of instrument referenced above or any warranty, representation, covenant other agreement or agreement made by Novartis in this Agreement. 11.3 In the event instrument to which such Indemnitee is or becomes a party seeks indemnification or is or otherwise becomes a beneficiary or under law or regulation. The Recipient hereby agrees that the Recipient is the indemnitor of first resort (i.e., its obligations to Indemnitees under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice Agreement are primary and any obligation of the claim, shall permit relevant Advisor (or any Affiliate thereof) to provide advancement or indemnification for the Indemnifying Party to assume direction and control of the defense of the claim same Indemnified Liabilities (including the right to settle the claim solely for monetary considerationall interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and shall cooperate as requested if the relevant Advisor (at the expense or any Affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Indemnifying PartyRecipient, then (i) such Advisor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Recipient shall reimburse such Advisor (or such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in the defense any Claim or remedy of the any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.

Indemnity. 11.1 Novartis (a) Each of the Grantors shall indemnify, defend and hold harmless Emisphere, the Collateral Agent (and its affiliates, agentsofficers, directors, officers employees, representatives and employees agents) from and against against, any loss, damageliability or expense (including reasonable legal fees and expenses) incurred by it without negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, actionincluding the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder and hold it harmless against, proceedingany loss, liability or reasonable expense incurred without negligence or bad faith on its part. The Collateral Agent (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by the Collateral Agent through negligence or bad faith. Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the Collateral Agent and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Collateral Agent are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld. (b) Each Grantor shall within ten (10) Business Days after demand pay to the Collateral Agent the amount of any and all reasonable expenses, including attorney’s fees) (“Loss”) arising from or the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the practice by Novartis administration of any license granted hereunderthis Agreement (in accordance with fee arrangements agreed between the Collateral Agent and FLL), (ii) the developmentcustody, manufacturepreservation, useuse or operation of, handlingor the sale of, storage, sale collection from or other disposition realization upon, any of any Product by Novartis, its Affiliates or sublicenseesthe Collateral, (iii) Novartis’ gross negligence the exercise or willful misconduct, enforcement of any of the rights of the Collateral Agent or any other Secured Party against such Grantor hereunder or (iv) the breach failure by Novartis of any warranty, representation, covenant Grantor to perform or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of observe any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimprovisions hereof.

Indemnity. 11.1 Novartis (a) The Composer shall indemnify, defend at all times indemnify and hold harmless Emisphere, its affiliates, agents, directors, officers InStyle and employees any licensee of InStyle from and against any lossand all claims, damagedamages, actiondemands, proceedingliabilities, expense or liability (costs and expenses, including attorney’s legal expenses and reasonable counsel fees) (“Loss”) , arising from or in connection with (i) the practice by Novartis out of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale breach or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the alleged breach by Novartis of any warranty, representation, covenant or agreement made by Novartis the Composer in this AgreementAgreement or any other act or omission by the Composer in derogation of the representations, exceptwarranties, covenants or agreements made in each casefavour of InStyle herein. Such indemnity shall also extend to reasonable counsel fees and court costs incurred in connection with any claim, action or proceeding brought by InStyle. InStyle shall use its best efforts to notify the extent such Losses result from the gross negligence or willful misconduct Composer of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent action commenced on such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it within thirty (30) days of the date InStyle receives written notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) thereof. The Composer may participate in the defense of any such claim through counsel of the Composer’s selection at the Composer’s own expense, but InStyle shall have the right at all times, in InStyle’s sole discretion, to retain or resume control of the conduct of the defense. Pending the resolution of any claim, action or proceeding covered by this indemnity, InStyle shall have the right to withhold from Royalties otherwise becoming due to the Composer hereunder an amount reasonably related to the scope of the Composer’s indemnity with respect thereto, unless (and to the extent that) the Composer shall provide InStyle with a commercial surety bond issued by a company, and in a form, reasonably satisfactory to InStyle. If no formal action or other proceeding for recovery on such a claim has been commenced within one year after its assertion and no settlement discussions are pending, InStyle shall not continue to withhold Royalties in connection therewith under this Section. SECTION 6 - CLAIMS (1) InStyle shall have the right, but not the obligation, to take such action as it deems necessary, in the name of any or all of the parties to this Agreement, against any third party to protect the rights and interest acquired by InStyle under the Agreement. Composer shall, at InStyle’s request, co-operate fully with InStyle in any controversy which may arise or litigation which may be brought concerning InStyle’s rights and interests acquired under this Agreement. For greater certainty, InStyle shall have the right to settle, compromise or in any other manner dispose of any matter, claim, action or proceeding and to satisfy any judgement that may be rendered in any manner as InStyle in its sole discretion may determine. (2) Any legal action brought by InStyle against any alleged infringer of the Works shall be initiated and prosecuted by InStyle, and if there is any recovery made by InStyle as a result thereof, after deduction of the expenses of litigation, including but not limited to legal fees and court costs, a sum equal to 50% of such net proceeds shall be paid to Composer. (3) If a claim is presented against InStyle with respect to any Composition or Master, InStyle shall have the right, until the claim has been fully adjudicated or settled, to withhold any and all amounts that may be or become due with respect to the Composition or Master which is the subject of the claim. Such withholding shall continue until the final resolution or settlement of any such claim.

Indemnity. 11.1 Novartis Unless an Event of Default shall indemnifyhave occurred and be continuing, defend each Grantor shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel or its choice at its expense (in which case the Company shall not thereafter be responsible for the fees and hold harmless Emisphereexpenses of any separate counsel retained by an Indemnitee except as set forth below); provided, its affiliateshowever, agents, directors, officers and employees from and against any loss, damage, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding each Grantor’s election to assume the defense of such action, proceedingeach Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, expense or liability (including attorney’s and such Grantor shall bear the reasonable fees) (“Loss”) arising from or in connection with , costs and expenses of such separate counsel, if (i) the practice use of counsel chosen by Novartis such Grantor to represent such Indemnitee would present such counsel with a conflict of any license granted hereunder, interest; (ii) the developmentactual or potential defendants in, manufactureor targets of, use, handling, storage, sale any such action include both such Grantor and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or other disposition additional to those available to such Grantor (in which such Grantor shall not have the right to assume the defense or such action on behalf of any Product by Novartis, its Affiliates or sublicenseessuch Indemnitee), (iii) Novartis’ gross negligence or willful misconduct, such Grantor shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, such Grantor shall authorize such Indemnitee to the extent employ separate counsel at such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) EmisphereGrantor’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification expense. Each Grantor will not be liable under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right Agreement for any amount paid by an Indemnitee to settle any claims or actions if the claim solely for monetary consideration)settlement is entered into without such Grantor’s consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimdefenses available to, such Indemnitee.

Indemnity. 11.1 Novartis shall indemnifyBorrower agrees to indemnity and save Lender and its successors, defend assigns, agents and hold servants harmless Emisphereof and from any claims, its affiliatesactions, agentssuits, directorslosses, officers costs, liabilities, damages or expenses including actual expenses and employees from and against reasonable attorneys' fees) incurred by Lender in connection with the transactions contemplated by this Agreement, including without limitation: (i) any loss, damagecost, actionliability, proceeding, damage or expense or liability (including attorney’s actual expenses and reasonable attorneys' fees) (“Loss”) arising from or incurred in connection with (i) the practice by Novartis of any license granted hereunder, Facility Contracts; (ii) the developmentdelivery, manufactureownership, usealteration, handlingoperation, storagemaintenance, sale return or other disposition of any Product by Novartis, its Affiliates or sublicensees, the Collateral; (iii) Novartis’ gross negligence from any documentation deficiencies or willful misconductchanges to the basic format of the Facility Contract; (iv) from the existence of any party having an interest, lien or claim in the Facility Contract(s), and/or the Facility Equipment covered thereby, and/or the proceeds thereof which interest, lien or claim is prior to the interest therein assigned to Lender hereby; (v) the construction of Lender and Borrower as having the relationship of joint venturers or partners, or (ivvi) the breach by Novartis determination that Lender or Borrower has acted as agent for the other Borrower's obligations with respect to the indemnity set forth in this Section 9.7 shall survive repayment of all amounts due pursuant to the Loan Documents, the cancellation of the Notes and the release and/or cancellation of any warrantyand all of the Loan Documents, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, Lender agrees to the extent such Losses result from the gross negligence or willful misconduct promptly notify Borrower of any Emisphere Indemnitee or the breach by Emisphere matters in respect of which this indemnity may apply. If notified in writing of any warranty, representation, covenant action or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and claim brought or threatened against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of Lender based on a claim as soon as reasonably practicable after it receives notice of the claimfor which Borrower is to provide indemnity and given full authority, shall permit the Indemnifying Party to assume direction information, and control of assistance for the defense of same by Lender, Borrower shall, without limitation, defend those actions or claims at its expense and pay the claim (including costs and damages and attorneys' fees awarded in any such action or arising from any such claim, provided that Borrower shall have the right to settle control the claim solely for monetary consideration), defense and shall cooperate as requested settlement of all such actions and claims Lender will take all such actions (at the expense of the Indemnifying PartyBorrower) as may be reasonably requested by Borrower to assist Borrower in the connection with such defense of the claimor settlement.

Indemnity. 11.1 Novartis shall indemnifyIssuer agrees to defend, defend indemnify and hold harmless EmisphereEscrow Agent and its related entities, its directors, employees, service providers, advertisers, affiliates, officers, agents, directorsand partners and third-party service providers (collectively, officers and employees “Escrow Agent Indemnified Parties”) harmless from and against any loss, damageliability, actionclaim, proceedingor demand, expense or liability (including attorney’s fees) fees (collectively “LossExpenses”) ), made by any third party due to or arising from or in connection with out of (i) the practice by Novartis this Agreement or a breach of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis provision in this Agreement, exceptor (ii) any change in regulation or law, state or federal, and the enforcement or prosecution of such as such authorities may apply to or against Issuer. This indemnity shall include, but is not limited to, all Expenses incurred in each caseconjunction with any interpleader that Escrow Agent may enter into regarding this Agreement and/or third-party subpoena or discovery process that may be directed to Escrow Agent Indemnified Parties. It shall also include any action(s) by a governmental or trade association authority seeking to impose criminal or civil sanctions on any Escrow Agent Indemnified Parties based on a connection or alleged connection between this Agreement and Issuers business and/or associated persons. These defense, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend indemnification and hold harmless Novartisobligations will survive termination of this Agreement. Escrow Agent reserves the right to control the defense of any such claim or action and all negotiations for settlement or compromise, and to select or approve defense counsel, and Issuer agrees to fully cooperate with Escrow Agent in the defense of any such claim, action, settlement, or compromise negotiations. Notwithstanding the foregoing, the Escrow Agent Indemnified Parties shall not be entitled to indemnification in the event of the Escrow Agent Indemnified Parties’ negligence, act of bad faith, fraud, willful misconduct or willful breach of this Agreement. In the event of Escrow Agent Indemnified Parties’ negligence, act of bad faith, fraud, willful misconduct or willful breach of this Agreement, Escrow Agent agrees to defend, indemnify and hold Issuer and its related entities, directors, employees, service providers, advertisers, affiliates, agents directorsofficers, officers agents, and employees partners and third-party service providers harmless from and against any Loss arising from or in connections with (i) Expenses under the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementsame terms as above. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify(a) The Sponsor Indemnitors (as defined below) agree, defend severally and not jointly (mancomunada pero no solidariamente) and, with respect to each Sponsor Indemnitor, in any event subject to the limitations provided in this Section 6.01, to indemnify and hold harmless Emisphere, its affiliates, agents, directors, officers and employees from and the Company against any and all loss, damageliability, actionclaim, proceedingdamage and expense whatsoever (including, expense but not limited to, any and all legal or liability (including attorney’s feesother expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) (“LossLosses”) arising from or in connection with to which the Company may become subject as a result of any claim by (i) any third party for services rendered or products sold to the practice by Novartis of any license granted hereunder, Company or (ii) a prospective target business with which the developmentCompany has entered into an acquisition agreement (a “Target”); provided, manufacturehowever, use, handling, storage, sale that such indemnification of the Company by the Sponsor Indemnitors shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Company’s independent public accountants) or other disposition products sold to the Company or a Target do not reduce the amount of any Product by Novartis, its Affiliates or sublicensees, funds in the Escrow Account to below (iiii) Novartis’ gross negligence or willful misconduct, USD$10 per share of the Series A Shares sold in the Global Offering or (ivii) such lesser amount per Series A Shares sold in the breach by Novartis Global Offering held in the Escrow Account as of any warrantythe date on which such funds are used to make reimbursements and payments to our Series A Shareholders, representationas provided for in the Shareholders Resolutions, covenant or agreement made by Novartis due to reductions in this Agreement, exceptthe value of the escrow assets, in each case, case net of the interest earned on such funds held in the Escrow Account that may be released to the extent such Losses result Company to pay income tax obligations arising after the closing of the Global Offering and to pay working capital (not to exceed USD$750,000 annually for a maximum of 24 months from the gross negligence closing of the Global Offering) and up to USD$100,000 of interest to pay dissolution expenses. As used herein, “Sponsor Indemnitor” means either Riverstone Sponsor or willful misconduct Management Sponsors Entity, in either case excluding any direct or indirect affiliate, shareholder, member or partner of such Sponsor Indemnitor or any Emisphere Indemnitee or the breach by Emisphere of any warrantytheir respective, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directorsmanagers, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementdirectors. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify(a) The liability of the Columbia Parties and their Affiliates and all their respective officers, defend and hold harmless Emisphere, its affiliates, agentsemployees, directors, officers agents and employees from and against other representatives (collectively, the “Columbia Indemnified Parties”) with respect to this Agreement or in connection with the performance, delivery or provision of any lossservice provided under this Agreement, damagewhether in contract, action, proceeding, expense or liability tort (including attorney’s feesnegligence or strict liability) or otherwise, shall be limited to the liability of the Columbia Parties for any Losses of the applicable NiSource Party and its Affiliates and their respective officers, employees, directors, agents and other representatives (collectively, the “LossNiSource Indemnified Parties”) arising from Columbia Services’ willful misconduct or gross negligence in connection with providing the Services pursuant hereto; provided that in no event shall such liability exceed the fees previously paid to Columbia Services by NiSource Services in respect of the service from which such liability flows, or to the extent the liability arises out of Columbia Services’ breaching this Agreement by not providing the Services (ior level of services) the practice by Novartis of any license granted required hereunder, then the liability shall not exceed the higher of the fees previously paid to Columbia Services by NiSource Services in respect of the service from which such liability flows or the amount that Columbia Services would have been paid by NiSource Services for such services for the agreed-upon term of such services (iinot to exceed 24 months from the date hereof). (b) NiSource Services will, and will cause the developmentother NiSource Parties to, manufactureindemnify the Columbia Indemnified Parties from any and all Losses resulting from a demand, useclaim, handlinglawsuit, storageaction or proceeding relating to this Agreement or the provision of Services, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, except to the extent such Losses result from arise out of the willful misconduct or gross negligence of any Columbia Party or any of its representatives in providing the Services under this Agreement. Subject to the limitations in Section 6.1(a), Columbia Services will, and will cause the other Columbia Parties to, indemnify the NiSource Indemnified Parties from any and all Losses resulting from a demand, claim, lawsuit, action or proceeding relating to such Columbia Services’ willful misconduct or gross negligence in providing the Services under this Agreement. The persons entitled to indemnification pursuant to the foregoing shall be third-party beneficiaries of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere rights to indemnification described in this AgreementSection 6.1(b). 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (ic) Notwithstanding anything to the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere contrary contained in this Agreement, exceptno Columbia Indemnified Parties or NiSource Indemnified Parties shall be liable for any special, in each caseindirect, incidental, exemplary, punitive or consequential damages (including loss of profits or revenue, loss of business, interruption of business or otherwise) with respect to the extent such Losses result from the gross negligence its performance or willful misconduct of any Novartis Indemnitee nonperformance hereunder, or the provision of or failure to provide any service hereunder, whether such damages or other relief are sought based on breach by Novartis of contract, negligence, strict liability or any warranty, representation, covenant other legal or agreement made by Novartis in this Agreementequitable relief. 11.3 In the event a party seeks indemnification under this Article(d) NISOURCE SERVICES ACKNOWLEDGES (ON BEHALF OF ITSELF AND THE NISOURCE INDEMNIFIED PARTIES) THAT (I) NISOURCE SERVICES IS NOT A COMMERCIAL PROVIDER OF THE SERVICES PROVIDED HEREIN AND IS PROVIDING THE SERVICES AS AN ACCOMMODATION AND AT COST TO THE APPLICABLE RECIPIENT IN CONNECTION WITH THE SEPARATION OF THE COLUMBIA PARTIES FROM THE NISOURCE PARTIES AND (II) THIS AGREEMENT IS NOT INTENDED BY THE PARTIES TO HAVE COLUMBIA SERVICES MANAGE AND OPERATE THE NISOURCE BUSINESS, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimIN LIEU OF THE NISOURCE INDEMNIFIED PARTIES. THE PARTIES AGREE THAT THE FOREGOING SHALL BE TAKEN INTO CONSIDERATION IN ANY CLAIM MADE UNDER THIS AGREEMENT.

Indemnity. 11.1 Novartis shall indemnify, defend Debtor hereby indemnifies and agrees to hold harmless EmisphereLender, and its affiliates, agentsofficers, directors, officers employees, agents and employees representatives (each an “Indemnified Person”) from and against any lossand all liabilities, damageobligations, actionclaims, proceedinglosses, expense damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements of any kind or nature (including attorney’s fees) (collectively, the “LossClaims”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising from or in connection with the Loan Documents, the Indebtedness or the Collateral (i) including without limitation, the practice by Novartis enforcement of the Loan Documents and the defense of any license granted hereunderIndemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, EXCEPT TO THE LIMITED EXTENT THE CLAIMS AGAINST AN INDEMNIFIED PERSON ARE PROXIMATELY CAUSED BY SUCH INDEMNIFIED PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as: (iia) a court of competent jurisdiction enters a final judgment as to the development, manufacture, use, handling, storage, sale or other disposition extent and effect of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ the alleged gross negligence or willful misconduct, ; or (ivb) the breach Lender expressly agrees in writing with Debtor that such Claim is proximately caused by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereIndemnified Person’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere . The indemnification provided for in this Agreement, except, in each case, to Section shall survive the extent such Losses result from the gross negligence or willful misconduct termination of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), Agreement and shall cooperate as requested (extend and continue to benefit each individual or entity that is or has at the expense of the Indemnifying Party) in the defense of the claimany time been an Indemnified Person hereunder.

Indemnity. 11.1 Novartis shall Each Pledgor jointly and severally agrees (i) to indemnify, defend reimburse and hold harmless Emispherethe Pledgee and each other Secured Creditor and their respective successors, its affiliatesassigns, agentsemployees, directorsagents and affiliates (individually an "Indemnitee", officers and employees collectively, the "Indemnitees") from and against any lossand all obligations, damagedamages, actioninjuries, proceedingpenalties, expense claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) of whatsoever kind or liability (including attorney’s fees) (“Loss”) arising from or in connection with (i) the practice by Novartis of any license granted hereundernature, and (ii) the developmentto reimburse each Indemnitee for all reasonable costs, manufactureexpenses and disbursements, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptincluding reasonable attorneys' fees and expenses, in each casecase arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any obligations, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such Losses result from the incurred or arising by reason of gross negligence or willful misconduct of any Emisphere such Indemnitee or (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis Pledgee hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptbe liable, in each case, to the extent such Losses result from the absence of gross negligence or willful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Novartis Indemnitee or Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the breach by Novartis maximum contribution to the payment and satisfaction of any warranty, representation, covenant or agreement made by Novartis such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement. 11.3 In , the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) termination of a claim as soon as reasonably practicable after it receives notice all Interest Rate Protection Agreements and Other Hedging Agreements and Letters of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration)Credit, and shall cooperate as requested (at the expense payment of all other Obligations and notwithstanding the Indemnifying Party) in the defense of the claimdischarge thereof.

Indemnity. 11.1 Novartis shall indemnify, defend The Pledgor hereby agrees to indemnify the Agent and hold harmless Emisphere, its affiliates, agents, the Lender and their respective directors, officers officers, employees, affiliates and employees from agents (collective, the "Indemnified Persons") against, and against agrees to hold each such Indemnified Person harmless from, any lossand all losses, damageclaims, actiondamages and liabilities, proceedingincluding claims brought by any governmental or regulatory agency, expense account debtor or liability (other obligor of the Pledgor, and related reasonable expenses, including attorney’s fees) (“Loss”) reasonable counsel fees and expenses, incurred by such Indemnified Person arising from or in connection with (i) the practice by Novartis out of any license granted hereunderclaim, litigation, investigation or proceeding (iiwhether or not such Indemnified Person is a party thereto) relating to the development, manufacture, use, handling, storage, sale or other disposition transaction that is the subject of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, the Credit Agreement and the Guaranty or any interest the Agent or the Lender has in each case, any Collateral or any action the Agent or the Lender takes with respect to the extent Collateral; provided, however, that such Losses result indemnity shall not apply to any such losses, claims, damages, or liabilities or related expenses arising from the gross negligence or willful misconduct of such Indemnified Person. The agreements of the Pledgor in this Section 24 shall be in addition to any Emisphere Indemnitee or liabilities that the breach Pledgor may otherwise have. All amounts due under this Section 24 shall be payable as incurred within thirty (30) days following written demand therefor accompanied by Emisphere a detailed description of the losses, claims, damages, liabilities and expenses claimed. Each Indemnified Person shall promptly notify the Pledgor in writing upon receipt by such Indemnified Person of notice of any warrantyaction against or involving such Indemnified Person with respect to which indemnity may be sought hereunder. The Pledgor shall have the right, representationby written notice to the Indemnified Person, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) to control the practice by Emisphere defense of any license granted hereundersuch action with counsel approved by such Indemnified Person, which approval shall not be unreasonably withheld or delayed; provided that upon 30 days prior written notice, the Indemnified Person who is the subject of such indemnified claim which is an indemnified liability may elect to defend, using a law firm selected by such Indemnified Person, any such claims, loss, action, legal or administrative proceeding at the cost and expense of the Pledgor, subject to the reasonable approval of the Pledgor (iiwhich approval shall not be unreasonably withheld or delayed) Emisphere’s failure if, in the reasonable judgment of such Indemnified Person there is a conflict of interest between the Indemnified Person and the Pledgor relating to manufacture Commercial Carrier supplied such lawsuit, action, legal or administrative hearing and such Indemnified Person reasonably concludes that there may be legal defense available to Novartis hereunder it different from those available to the Pledgor. If any Indemnified Person exercises its right to designate counsel pursuant to this section, all reasonable costs and expenses thereof shall be paid by the Pledgor in accordance with applicable law this Section 24; provided, however, that the Pledgor will not be required to pay the costs, fees, and specifications, (iii) Emisphere’s gross negligence expenses of more than one separate counsel for all Indemnified Persons in any single action or willful misconduct, or (iv) the breach by Emisphere of proceeding. The Pledgor shall not be liable to any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of Indemnified Person for any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim amounts (including any settlement amount) relating to any action settled without the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimPledgor's prior written consent.

Indemnity. 11.1 Novartis shall indemnify, defend 19.1 The Subscriber will indemnify and hold harmless Emispherethe Issuer and, where applicable, its affiliatesdirectors, officers, employees, agents, directorsadvisors and shareholders, officers and employees from and against any and all loss, damageliability, actionclaim, proceedingdamage and expense whatsoever (including, expense but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or liability (including attorney’s fees) (“Loss”defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising from out of or based upon any representation or warranty of the Subscriber contained in this Agreement, the Questionnaires, as applicable, or in any document furnished by the Subscriber to the Issuer in connection with (i) the practice by Novartis of herewith being untrue in any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductmaterial respect, or (iv) any breach or failure by the breach by Novartis of Subscriber to comply with any warranty, representation, covenant or agreement made by Novartis the Subscriber to the Issuer in connection therewith. ▇▇▇▇▇▇▇.▇▇▇ Corporation (the “Issuer”) Private Placement of Subscription Receipts The undersigned (the “Subscriber”) hereby confirms that it has deposited US$__________ (the “Escrowed Funds”) in trust with ▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Escrow Agent”) for the purchase of the number of Subscription Receipts of the Issuer (the “Subscription Receipts”), as set out in the attached Subscription Agreement. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Subscription Agreement. The Subscriber acknowledges and agrees that the Escrow Agent acts as legal counsel for the Issuer. For greater certainty, the Escrow Agent in no way represents the interests of the Subscriber in any manner or for any purpose whatsoever. The Subscriber confirms that it has had the opportunity to consult with its own legal counsel with respect to the purchase and any potential resale of the Subscription Receipts and the Shares issuable on conversion of the Subscription Receipts. In the event that the Escrow Release Condition is satisfied prior to the Escrow Deadline, the Subscriber hereby expressly and irrevocably authorizes and directs the Escrow Agent to immediately release and deliver the Escrowed Funds to the Issuer, without any further notice to the Subscriber. EXECUTED by the Subscriber this day of , 2014. Signature of Authorized Signatory Signature Name of Entity Print or Type Name Type of Entity Name and Position of Signatory TO: ▇▇▇▇▇▇▇.▇▇▇ Corporation (the “Issuer”) RE: Purchase of Subscription Receipts (the “Subscription Receipts”) of the Issuer Capitalized terms used in this AgreementCanadian Questionnaire (this “Questionnaire”) and not specifically defined have the meaning ascribed to them in the Private Placement Subscription Agreement between the Subscriber and the Issuer to which this Exhibit B is attached. In connection with the purchase by the Subscriber (being the undersigned, exceptor if the undersigned is purchasing the Subscription Receipts as agent on behalf of a disclosed beneficial Subscriber, in each casesuch beneficial Subscriber, will be referred herein as the “Subscriber”) of the Subscription Receipts, the Subscriber hereby represents, warrants and certifies to the extent such Losses result from Issuer that the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement.Subscriber: 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) is purchasing the practice Subscription Receipts as principal (or deemed principal under the terms of National Instrument 45-106 - Prospectus and Registration Exemptions adopted by Emisphere of any license granted hereunder, the Canadian Securities Administrators (ii“NI 45-106”)); (A) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder is resident in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, is subject to the extent such Losses result from the gross negligence or willful misconduct laws of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice one of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim following (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.check one): . Alberta .New Brunswick . ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ . British Columbia .Nova Scotia . Quebec . Manitoba .Ontario . Saskatchewan

Indemnity. 11.1 Novartis (a) Borrower shall indemnify, defend indemnify and hold harmless EmisphereAgent and each Lender harmless, its affiliateswhether or not the transactions contemplated hereby have been consummated, agents, directors, officers and employees from and against any lossand all suits, damageactions, proceedings, claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements, including those incurred upon any appeal) which may be instituted or asserted against or incurred by Agent or any Lender as the result of its having entered into any of the Loan Documents or Ancillary Agreements or extended credit hereunder; PROVIDED, HOWEVER, that Borrower shall not be liable for such indemnification to such indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense or liability (including attorney’s fees) (“Loss”) arising results from or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the indemnified Person's gross negligence or willful misconduct or any breach by Agent or any Lender of any Emisphere Indemnitee or of its obligations under the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this AgreementLoan Documents. 11.2 Emisphere (a) Borrower understands that in connection with Lenders' arranging to provide the LIBOR Rate interest option with respect to the Revolving Credit Loan from time to time at the option of the Borrower on the terms provided herein, Lenders may enter into funding arrangements with third parties ("Funding Arrangements") on terms and conditions which could result in substantial losses to such Lenders if such LIBOR Rate funds do not remain outstanding at the interest rates provided herein for the entire monthly interest period with respect to which the LIBOR Rate has been fixed. Consequently, in order to induce Lenders to provide such LIBOR Rate option on the terms provided herein and in consideration for the entering into by Lenders of Funding Arrangements from time to time in contemplation thereof, if any LIBOR Rate funds are repaid in whole or in part prior to the last day of such monthly interest period therefor (whether such repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result of acceleration, by operation of law or otherwise), Borrower shall indemnify, defend indemnify and hold harmless Novartis, its affiliates, agents directors, officers and employees each Lender from and against and in respect of any Loss and all losses, costs and expenses resulting from, or arising from out of or imposed upon or incurred by such Lender by reason of the liquidation or reemployment of funds acquired or committed to be acquired by such Lender to fund such LIBOR Rate Option pursuant to the Funding Arrangements. The amount of any losses, costs or expenses resulting in connections with an obligation of Borrower to make a payment pursuant to the foregoing sentence shall not include any losses attributable to lost profit to Lenders but shall represent the excess, if any, of (iA) such Lender's cost of borrowing the LIBOR Rate funds pursuant to the Funding Arrangements over (B) the practice by Emisphere return to such Lender on its reinvestment of such funds; PROVIDED, HOWEVER, that if any Lender terminates any Funding Arrangements in respect of the LIBOR Rate funds as a result of any license granted hereunder, (ii) Emisphere’s failure repayment of LIBOR Rate Loans by Borrower prior to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere end of any warrantymonthly interest period, representationthe amount of such losses, covenant or agreement made costs and expenses shall include the cost to such Lender of such termination. In reinvesting any funds borrowed by Emisphere in this Agreement, except, in each case, any Lender pursuant to the extent Funding Arrangements, such Losses result from Lender shall take into consideration the gross negligence or willful misconduct remaining maturity of any Novartis Indemnitee or such borrowings. As promptly as practicable under the breach by Novartis circumstances, each Lender shall provide Borrower with its written calculation of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In all amounts payable pursuant to the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration)next preceding sentence, and such calculation shall cooperate as requested (at be binding on the expense parties hereto unless Borrower shall object thereto in writing within ten Business Days of the Indemnifying Party) in the defense of the claimreceipt thereof.

Indemnity. 11.1 Novartis shall indemnifyTo the extent permitted by law and notwithstanding anything else in this Agreement, defend the Executive Search Provider releases and hold harmless Emisphere, its affiliates, indemnifies and will keep indemnified UTS and each UTS Entity and their respective agents, directors, officers and employees against: all damage, liability, claims, demands, proceedings, actions, penalties, expenses and costs (including but not limited to GST and legal fees on a client and solicitor basis and costs of defence or settlement) (Loss) which is related to, arises out of, or is in any way associated with any breach of this Agreement or any negligent, wilful or wrongful act or omission of the Executive Search Provider or its Personnel in providing the Services under this Agreement. However, this indemnity does not apply to the extent that any Loss arises from any matters which have resulted from the negligent, wilful or wrongful acts or omissions of UTS or a UTS Entity; and any liability, costs or claims relating to the payment of any Employment Benefits made against UTS or any UTS Entity by the Executive Search Provider or any of its Personnel and any taxes, levies or costs in relation to those Employment Benefits. The Executive Search Provider indemnifies and will keep indemnified UTS and each UTS Entity and their respective officers, employees and agents against any lossLoss which is related to, damagearises out of, action, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from is in any way associated with any obligation on UTS to provide Employment Benefits to and in respect of any of its Personnel. The Executive Search Provider must promptly provide written notice to UTS of any event or circumstances in relation to the provision of the Services that may result in a claim against the Executive Search Provider or UTS or a UTS Entity. The Executive Search Provider must provide UTS with all documents and information requested by UTS in relation to any such claims and keep UTS fully informed of all developments in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis such claims. Each indemnity in this AgreementAgreement survives its termination or expiry. Intellectual Property The Executive Search Provider assigns to UTS all Intellectual Property created by or on behalf of the Executive Search Provider or its Personnel, exceptwhether alone or with a third party in the course of, in each caseconnection with providing or arising out of the Services, including where created: using to any extent UTS property, computer systems, resources or Confidential Information; and/or outside working hours or outside the UTS premises, The Executive Search Provider agrees that to the extent such Losses result from that Contract Intellectual Property contains pre-existing Intellectual Property owned or licensed by the gross negligence Executive Search Provider or willful misconduct of any Emisphere Indemnitee or its Personnel, which was not created in the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptcourse of, in each case, to the extent such Losses result from the gross negligence connection with providing or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice arising out of the claimServices, shall permit the Indemnifying Party to assume direction Executive Search Provider or its relevant Personnel (as the case may be) hereby provides UTS with a perpetual, irrevocable, transferable and control of the defense of the claim royalty free licence (including the right to settle sublicense) to use, reproduce, publish, transmit, communicate, modify and adapt this pre-existing Intellectual Property for the claim solely for monetary consideration), and shall cooperate as requested (at purpose of obtaining the expense full benefit of the Indemnifying PartyContract Intellectual Property and the Services. The Executive Search Provider must ensure that it and its Personnel do not use any Intellectual Property licensed or otherwise supplied by UTS to the Executive Search Provider or its Personnel or Contract Intellectual Property for any purpose other than providing the Services to UTS. The Executive Search Provider warrants that any Intellectual Property supplied by the Executive Search Provider for the purpose of providing the Services and its use by UTS or any UTS Entity does not and will not infringe the Intellectual Property rights of any third party. The Executive Search Provider indemnifies and will keep indemnified UTS and each UTS Entity and their agents, officers and employees against all damage, liability, claims, demands, proceedings, actions, penalties, expenses and costs (including but not limited to GST and legal fees on a client and solicitor basis and costs of defence or settlement) which is related to, arises out of, or is in any way associated with any claim that any Intellectual Property assigned, licensed or otherwise supplied by the defense Executive Search Provider or its Personnel to UTS or any UTS Entity or its use by UTS or any UTS Entity infringes the Intellectual Property rights of the claimany third party.

Indemnity. 11.1 Novartis shall indemnify2.1. I hereby grant my unequivocal consent to ExpressCredit to use any credit facility application documents on record where I submit an application for any ancillary credit facility including but not limited to a loan top up. 2.2. In the event of my submission of loan application forms and supporting documentation through distant communication or any other electronic means, defend I agree to indemnify and hold harmless EmisphereExpressCredit, and each of its affiliates, agents, directors, officers officers, employees and employees agents (the indemnified parties) from and against any lossand all losses, damageexpenses, actionclaims, proceedingactions, expense damages and liabilities, joint or several, whether arising from fraud, gross misconduct or willful misconduct which may give rise to any actions, suits, proceedings, investigations, or claims and further indemnify them from the fees and expenses that may be incurred in any such cause arising herein to which any Indemnified Party may become subject or otherwise involved in any capacity insofar as the cause or claims arise from gross negligence, fraud or willful misconduct of such Indemnified Party or such other cause as may be preferred by myself. 2.3. Ancillary applications may necessitate that I submit information to ExpressCredit through distant communication means which information may by electronic failure, electronic miscommunication, human error, or other reason be inadvertently transmitted to third parties and become part of the public domain. I indemnify ExpressCredit and hold them harmless from and against all losses, claims, damages and liability (arising out of failure to transmit and error in transmission including attorney’s fees) (“Loss”) transmission of loan top up documentation to any third party or if such information becomes part of the public domain of other persons unconnected to ExpressCredit. 2.4. Nothing shall prevent either party from disclosing the terms of the substantive credit agreement or ancillary loan top up agreement in any legal proceeding arising from or in connection with (i) this Agreement or from disclosing the practice Confidential Information to a governmental entity as required by Novartis law. 2.5. The above captioned and undersigned indemnity extends to administrative, physical, technical and other aspects of system management applicable to distant communications and the ancillary credit application process. ExpressCredit is indemnified for any license granted hereundersecurity vulnerabilities, (ii) and the developmentconsequences of such vulnerabilities, manufacturearising from any ancillary credit applications and its transmission thereof including any vulnerabilities, useother programming routines contained in its data centre or third party electronic communications system that could limit or harm the functionality of a computer or that could damage, handlingintercept or expropriate data. 2.6. I consent to and agree that ExpressCredit does not guarantee that its services will be performed error free or uninterrupted or that ExpressCredit will correct all service errors relating to any hardware, storagesoftware systems. ExpressCredit does not control the transfer of data over communication facilities including the internet and that the use of such services may be subject to imitation, sale delays or other disposition problems inherent in the use of such communications facilities. ExpressCredit is further indemnified for any Product by Novartisdelays, its Affiliates delivery failures or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent other damage resulting from such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreementproblems. 11.2 Emisphere 2.7. ExpressCredit shall indemnifynot be liable for any indirect, defend incidental, special, punitive or consequential damages or any loss of revenue, data or data use and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure is hereby further indemnified to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementthat extent. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis a. The Guarantor shall indemnifyindemnify the Administrative Agent, defend each Lender and each Affiliate thereof and their respective directors, officers, employees and agents (each, an "Indemnified Person") from, and hold each of them harmless Emisphereagainst, its affiliatesany and all losses, agentsliabilities, directors, officers and employees from and against any loss, damage, action, proceeding, expense claims or liability damages (including attorney’s feesreasonable legal fees and expenses) (“Loss”) arising to which any of them may become subject, insofar as such losses, liabilities, claims or damages arise out of or result from any actual or in connection with (i) proposed use by the practice by Novartis Borrower of the proceeds of any license granted hereunderextension of credit or any investigation, (ii) the development, manufacture, use, handling, storage, sale litigation or other disposition proceeding (including any threatened investigation or proceeding) relating to the foregoing or any of any Product by Novartisthe Loan Papers, its Affiliates or sublicenseesand the Guarantors shall assume the defense thereof, (iii) Novartis’ gross negligence or willful misconduct, or (iv) including the breach by Novartis employment of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each casecounsel at Guarantors' expense; provided that the Guarantors shall not have such right, to the extent that such Losses result from Indemnified Person shall deliver to the Guarantors a written notice waiving the benefits of the indemnification of such Indemnified Person provided by this Section 24(a) in connection with such claim, action, proceeding or suit. Notwithstanding the foregoing, if independent counsel to such Indemnified Person shall conclude that there may be defenses available to such Indemnified Person which may conflict with those available to any of the Guarantors, the Guarantors shall not have the right to assume the defense of any such claim, action, proceeding or suit on behalf of such Indemnified Person if such Indemnified Person chooses to defend such claim, action, proceeding or suit (with counsel reasonably acceptable to Guarantor), and all reasonable costs, expenses and attorneys' fees incurred by the Indemnified Person in defending such claim, action, proceeding or suit shall be borne by the Guarantors; provided however, if there is more than one (1) Indemnified Person having a right to defend such claim, action, proceeding or suit as aforesaid, the obligation of the Guarantors to pay the fees and expenses of such Indemnified Person shall be limited to one (1) firm of attorneys. Any Indemnified Person shall also have the right to employ separate counsel and to participate in its defense, but the fees and expenses of such counsel shall be borne by such Indemnified Person. Any decision by an Indemnified Person to employ its own counsel (whether or not at the Guarantors' expense) shall in no way affect any rights of such Indemnified Person otherwise arising under this Section 24(a). In addition, Guarantor will not be liable for any settlement of any claim, action, proceeding or suit unless Guarantor has consented thereto in writing. The foregoing indemnity and agreement to hold harmless shall not in any event apply to any losses, liabilities, claims, damages or expenses incurred by reason of (i) the gross negligence or willful misconduct of the Person to be indemnified, or (ii) any Emisphere Indemnitee material default by the Administrative Agent or any Lender that is not cured within any applicable cure period, if any, under any of the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this AgreementLoan Papers. 11.2 Emisphere b. Without limiting any provision of this Guaranty, it is the express intention of the parties hereto that each Person to be indemnified hereunder or thereunder shall indemnify, defend be indemnified and hold held harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from and all losses, liabilities, claims or in connections with damages: (i) arising out of or resulting from the practice by Emisphere ordinary sole or contributory negligence of any license granted hereunder, such Person or (ii) Emisphere’s failure imposed upon said party under any theory or strict liability. Without prejudice to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere survival of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct other obligations of any Novartis Indemnitee or Guarantor hereunder and under the breach by Novartis Loan Papers, the obligations of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification Guarantors under this Article, it Section shall inform survive the other party (termination of this Guaranty and the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice Loan Papers and the payment of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimLiabilities.

Indemnity. 11.1 Novartis shall indemnify, defend Debtor hereby indemnifies and agrees to hold harmless EmisphereLender, and its affiliates, agentsofficers, directors, officers employees, agents and employees representatives (each an “Indemnified Person”) from and against any lossand all liabilities, damageobligations, actionclaims, proceedinglosses, expense damages, penalties, actions, judgments, suits, costs, expenses or liability disbursements of any kind or nature (including attorney’s fees) (collectively, the “LossClaims”) which may be imposed on, incurred by, or asserted against, any Indemnified Person arising from or in connection with the Loan Documents, the Indebtedness or the Collateral PLAINSCAPITAL BANK – AVATAR SYSTEMS, INC. LOAN AND SECURITY AGREEMENT - PAGE 28 (i) including without limitation, the practice by Novartis enforcement of the Loan Documents and the defense of any license granted hereunderIndemnified Person’s actions and/or inactions in connection with the Loan Documents). WITHOUT LIMITATION, THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO ANY CLAIMS WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH AND/OR ANY OTHER INDEMNIFIED PERSON, except to the limited extent the Claims against an Indemnified Person are proximately caused by such Indemnified Person’s gross negligence or willful misconduct. If Debtor or any third party ever alleges such gross negligence or willful misconduct by any Indemnified Person, the indemnification provided for in this Section shall nonetheless be paid upon demand, subject to later adjustment or reimbursement, until such time as (iia) a court of competent jurisdiction enters a final judgment as to the development, manufacture, use, handling, storage, sale or other disposition extent and effect of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ the alleged gross negligence or willful misconduct, or (ivb) the breach Lender has expressly agrees in writing with Debtor that such Claim is proximately caused by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) EmisphereIndemnified Person’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere . The indemnification provided for in this Agreement, except, in each case, to Section shall survive the extent such Losses result from the gross negligence or willful misconduct termination of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), Agreement and shall cooperate as requested (extend and continue to benefit each individual or entity that is or has at the expense of the Indemnifying Party) in the defense of the claimany time been an Indemnified Person hereunder.

Indemnity. 11.1 Novartis (a) Subject to section 29, the Vendors shall, jointly and severally, remain liable for, and shall indemnifyindemnify the Purchaser from and against, defend all losses, costs, claims, damages, expenses or liabilities suffered, sustained, paid or incurred by the Purchaser arising out of or pertaining to a breach of the representations, warranties and hold harmless Emisphere, its affiliates, agents, directors, officers covenants of the Vendors contained herein and employees the Purchaser shall be liable for and shall indemnify the Vendors from and against any lossall losses, damagecosts, actionclaims, proceedingdamages, expense expenses or liability (including attorney’s fees) (“Loss”) liabilities suffered, sustained, paid or incurred by the Vendors arising from out of or in connection with (i) pertaining to the practice by Novartis of any license granted hereunder, (ii) Assets occurring subsequent to the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptClosing Date; excepting, in each case, to the extent that such Losses liabilities are reimbursed by insurance, are caused by the party claiming indemnity or are adjusted pursuant to section 9. Such indemnities shall be deemed to apply to all assignments, transfers, conveyances, novations and other documents conveying the Assets to the Purchaser notwithstanding the actual terms thereof. Such indemnities shall extend to legal costs on a solicitor and client basis. Nothing contained in this section shall impose any liability on the Vendors for losses, costs, claims, damages, expenses or liabilities suffered, sustained, paid or incurred by the Purchaser as a result from of a failure or a defect in title to any of the gross negligence Assets or willful misconduct any matter or thing which is the subject of any Emisphere Indemnitee representation, warranty or covenant in section 16, however, nothing in this section shall diminish any right of the Purchaser to make a claim in respect of a breach by Emisphere of the Vendor’s covenants, representations and warranties contained in section 16; (b) The Purchaser shall not be entitled to any indemnification in respect of any warrantymatter or thing which is the subject of the indemnity in subsection 26(i) unless it shall have given written notice of its claim for indemnification (including reasonable particulars of the claim), representation, covenant or agreement made by Emisphere in this Agreement.within one (1) year of the Closing Date; 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (ic) Notwithstanding anything to the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere contrary in this Agreement, exceptwhether express or implied, in each caseany and all cost, expense or revenue revisions resulting from Crown royalty audits for the Assets relating to the extent such Losses period prior to the Effective Date (for which audit queries are outstanding at the Closing Date or that occur after the Closing Date) shall, if the Purchaser receives or makes a payment as a result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claimaudit, shall permit be adjusted by payments to the Indemnifying Party to assume direction and control of Purchaser by the defense of Vendors or vice versa, as the claim (including case may be, promptly upon the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimrevisions being ascertained.

Indemnity. 11.1 Novartis shall (a) Assignee agrees to indemnify, defend and hold harmless Emisphere, its affiliates, agents, directors, officers and employees Tenant from and against any lossand all costs, damageliabilities and expenses, actionincluding reasonable attorneys fees, proceeding, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection with which it may incur as a result of (i) the practice a breach by Novartis Assignee of any license granted hereunderits obligations under this Agreement, (ii) the developmentacts or omissions of the Assignee under the Operating Contracts (other than the Designated Operating Contracts) from and after the Transfer Date and under the Additional Operating Contracts from and after their assumption by Assignee, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, if applicable and/or (iii) Novartis’ gross negligence the operation of the Facility from and after the Transfer Date; provided, however, that nothing herein shall be construed as imposing any liability on Assignee to indemnify, defend or willful misconduct, hold harmless Tenant with respect to Tenant's own acts or (iv) omissions from and after the breach by Novartis Transfer Date. On the Transfer Date Assignee shall provide Tenant with a certificate which evidences the existence of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, insurance with respect to the extent negligent acts or omissions of Assignee from and after the Transfer Date in connection with its operation of the Facility meeting the requirements set forth in the Lease and which names Tenant as an additional insured/loss payee thereunder. Assignee shall cause such Losses result from coverage in favor of Tenant to remain in effect until the gross negligence or willful misconduct first anniversary of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this AgreementTransfer Date. 11.2 Emisphere shall (b) Tenant agrees to indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees Assignee from and against any Loss arising from or in connections with and all costs, liabilities and expenses, including reasonable attorneys fees, which it may incur as a result of (i) the practice a breach by Emisphere Tenant of any license granted hereunderits obligations under this Agreement, (ii) Emisphere’s failure the acts or omissions of the Tenant under the Operating Contracts prior to manufacture Commercial Carrier supplied the Transfer Date and under the Designated Operating Contracts and any Additional Operating Contracts which Assignee does not elect to Novartis hereunder in accordance with applicable law assume both prior to and specifications, after the Transfer Date and/or (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere operation of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, the Facility prior to the extent such Losses result Transfer Date; provided, however, that nothing herein shall be construed as imposing any liability on Tenant to indemnify, defend or hold harmless Assignee with respect to Assignee's own acts or omissions whether prior to or from and after the gross negligence Transfer Date. On the Transfer Date Tenant shall provide Assignee with a certificate which evidences the existence of insurance with respect to the negligent acts or willful misconduct omissions of any Novartis Indemnitee or Tenant prior to the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis Transfer Date in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice connection with its operation of the claim, Facility. Tenant shall permit cause such coverage to remain in effect until the Indemnifying Party to assume direction and control first anniversary of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimTransfer Date.

Indemnity. 11.1 Novartis Optionee shall indemnify, defend indemnify the Company and hold harmless Emisphere, its affiliates, agents, directors, officers and employees from and Optionee's Employer against any lossliability of any such person to account for any liability of Optionee's Employer to account to the Inland Revenue or other tax authority for any amount of, damageor representing, actionincome tax or National Insurance Contributions ("NICs"), proceedingincluding secondary contributions to the extent permitted by law from time to time and agreed upon between Optionee and Optionee's Employer, expense or liability any other tax charge levy or other sum which may arise on the grant vesting or exercise of this Option or the acquisition of Shares subject to this Option (including attorney’s fees"Option Tax Liability") (“Loss”) arising from in respect of any actions taken pursuant to, or in connection with (i) with, the practice by Novartis Option. The Company shall not be obliged to issue, transfer or procure the transfer of any license granted hereunderShares or any interest in any Shares under this Option unless and until the Optionee has paid to the Company, such sum as is, in the opinion of the Company or Optionee's Employer (iias appropriate), sufficient to indemnify the Company or the Optionee's Employer in full against any Option Tax Liability or has made such other arrangement as, in the opinion of the Company, will ensure that the Optionee will satisfy his liability under such indemnity. The Company shall have the right not to issue, transfer or procure the transfer to or to the order of Optionee the aggregate number of Shares to which Optionee would otherwise be entitled but to retain such number of Shares as, in the opinion of the Company, will enable the Company to sell as agent for Optionee, at the best price which can reasonably expect to be obtained at the time of sale, and to pay over to Optionee's Employer sufficient monies from the net proceeds of such sale, after deduction of all fees commissions and expenses incurred in relation to such sale, to satisfy Optionee's liability under such indemnity. The provisions of this Section 5 shall not apply in relation to the issue or transfer of Shares on any occasion if, before the date of issue or transfer, Optionee has either (a) paid to Optionee's Employer a sum which, in the development, manufacture, use, handling, storage, sale or other disposition opinion of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductOptionee's Employer is, or will be, sufficient to satisfy Optionee's liability under such indemnity; or (ivb) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptentered into arrangements with Optionee's Employer which, in each casethe opinion of Optionee's Employer, to the extent will ensure that such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreementliability is satisfied within such period as Optionee's Employer may determine. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall (a) The Borrower agrees to defend, indemnify, defend pay and hold harmless Emispherethe Collateral Agent and each of its Related Parties (each of the foregoing, its affiliates, agents, directors, officers and employees an “Indemnitee”) from and against any lossand all Indemnified Liabilities, damageIN ALL CASES, actionWHETHER OR NOT CAUSED BY OR ARISING, proceedingIN WHOLE OR IN PART, expense or liability (including attorney’s fees) (“Loss”) arising from or in connection OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; provided, no Indemnitee will be entitled to indemnification hereunder with (i) the practice by Novartis of respect to any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, Indemnified Liability to the extent such Losses result Indemnified Liability is found by a final order of a court of competent jurisdiction which is no longer subject to appeal to have resulted from the gross negligence or willful misconduct of any Emisphere Indemnitee such Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 19(a) may be unenforceable in whole or the breach by Emisphere in part because they are violative of any warrantylaw or public policy, representation, covenant the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or agreement made by Emisphere any of them. The Borrower hereby acknowledges and agrees that the indemnities set forth in this Section 19(a) are in addition to, and not in replacement of, the indemnities provided by the Borrower under the Credit Agreement. 11.2 Emisphere shall indemnify(b) To the extent that the Borrower fails to pay any amount required to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party thereof under Section 18 or Section 19(a), defend each of the Administrative Agent (on behalf of the Lenders) and hold harmless Novartiseach Swap Counterparty severally agrees to pay to the Collateral Agent (or any such sub-agent thereof) or such Related Party of the Collateral Agent (or any such sub-agent thereof), as the case may be, its affiliatesRatable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought using for purposes of this Section 19(b) the Outstanding Amount of Loan Obligations and Swap Obligations (or if such unreimbursed amount or indemnity payment is sought after the Discharge of Credit Facility Obligations and Discharge of Swap Obligations has occurred, agents directorsin accordance with its Ratable share (calculated for purposes of this Section 19(b) by using the Outstanding Amount of Loan Obligations and Swap Obligations) immediately prior to the date on which the Discharge of Credit Facility Obligations and Discharge of Swap Obligations has occurred)) of such unpaid amount. By accepting the benefits hereof, officers and employees from and against any Loss arising from or in connections with each Lender hereby (i) agrees to indemnify the practice Collateral Agent (or any sub-agent thereof) or any Related Party thereof for any amounts that would be payable by Emisphere the Administrative Agent under this Section 19(b) in accordance with the provisions of any license granted hereunder, the Credit Agreement (including Section 10.03(e) thereof) and (ii) Emisphere’s failure acknowledges and agrees that the indemnities set forth in this Section 19(b) are in addition to, and not in replacement of, the indemnities provided by the Lenders under the Credit Agreement. Each Lender (by accepting the benefits hereof) and each Swap Counterparty hereby authorizes the Administrative Agent or the Collateral Agent to manufacture Commercial Carrier supplied set off and apply any and all amounts at any time owing to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence such Lender or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in Swap Counterparty under this Agreement, exceptany Security Instrument, any Loan Document (if applicable) or otherwise payable by the Administrative Agent or the Collateral Agent to such Lender or Swap Counterparty from any source against any amount due to the Collateral Agent under this paragraph (b). Upon demand by the Collateral Agent, the Administrative Agent and each Swap Counterparty shall give the Collateral Agent a written certification by an authorized officer or representative thereof of the aggregate amount of the Loan Obligations or Swap Obligations (as applicable) then outstanding owed to the Secured Parties represented by such Creditor under the Loan Documents or Swap Documents (as applicable) to be certified to as presently due and owing (and, promptly upon receipt thereof, the Collateral Agent shall provide a copy of each such certification to each other Creditor). The Collateral Agent may conclusively rely on such certifications and may use the information provided for in such certifications as the basis for determining the amounts owing by each of the individual Creditors to the Collateral Agent under this Section 19(b). For the avoidance of doubt, the failure of any Creditor to provide the Collateral Agent with any certification required hereunder shall not relieve such Creditor of its obligations under this Section 19(b). (c) All amounts due under this Section 19 will be payable upon demand. (d) No claim shall be made by any party hereto or any Related Party of any party hereto against any other party hereto or any Related Party of any party hereto on any theory of liability for any lost profits or special, indirect, or consequential damages or (to the fullest extent a claim for such damages may lawfully be waived) any punitive damages arising out of, in connection with, or as a result of, this Agreement or any Security Instrument or Loan Document or Swap Document or any agreement or instrument or transaction contemplated hereby or relating in any respect to any Indemnified Liability, and each caseLoan Party, each Swap Counterparty, the Collateral Agent and the Administrative Agent (on behalf of the Lenders) hereby forever waives, releases and agrees not to ▇▇▇ any other party hereto or any Related Party of any party hereto upon any claim for any such lost profits or special, indirect, consequential or (to the fullest extent such Losses result from the gross negligence lawful) punitive damages, whether or willful misconduct of any Novartis Indemnitee not accrued and whether or the breach by Novartis of any warranty, representation, covenant not known or agreement made by Novartis suspected to exist in its favor. (e) The agreements in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice Section 19 will survive repayment of the claim, shall permit Total Obligations and the Indemnifying Party to assume direction and control removal or resignation of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimCollateral Agent.

Indemnity. 11.1 Novartis shall The Borrower agrees to indemnify, defend and hold harmless Emisphere, Concentration Bank and its affiliates, directors, officers, employees, agents, directors, officers successors and employees assigns (each an "INDEMNITEE") from and against any lossand all liabilities, damagelosses, actionclaims, proceedingdamages, expense or liability demands, costs and expenses of every kind (including but not limited to costs incurred as a result of items being deposited in the Concentration Account and being unpaid for any reason, reasonable attorney’s fees's fees and the reasonable charges of Concentration Bank's in-house counsel) (“Loss”) incurred or sustained by any Indemnitee arising from or in connection with (i) out of Concentration Bank's performance of the practice services contemplated by Novartis this Agreement, except to the extent such liabilities, losses, claims, damages, demands, costs and expenses are the direct result of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ Concentration Bank's gross negligence or willful misconduct. Compliance by Concentration Bank with its standard procedures for the services provided hereunder in all material respects shall be deemed to be the exercise of ordinary care by Concentration Bank, provided that such standard procedures comply with all provisions of applicable law and good banking practices. Concentration Bank shall have no obligation to review or (iv) confirm that any actions taken pursuant to this Concentration Bank Agreement comply with the breach by Novartis Borrower Security Agreement or any other agreement or document. The provisions of this Section shall survive termination of the Concentration Account. To the extent that the undertaking to indemnify and hold harmless set forth in this Section may be unenforceable because it is violative of any warrantylaw or public policy, representation, covenant or agreement made by Novartis in this Agreement, except, in each casethe Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law, to the extent such Losses result from payment and satisfaction of all indemnified liabilities incurred by the gross negligence Indemnitees or willful misconduct any of any Emisphere Indemnitee or the breach by Emisphere of any warrantythem. Each Indemnitee, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice practicable, shall notify the Borrower and the Agent of the claim, commencement of any legal proceeding by a third Person under which any indemnified liability might arise. The Borrower shall permit have the Indemnifying Party option to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) participate in the defense of all claims under which any indemnified liability might arise, but neither the claimAgent nor the Borrower shall have the option to compel any Indemnitee to employ counsel not of the Indemnitee's choosing.

Indemnity. 11.1 Novartis MSC shall indemnify, defend indemnify and hold harmless EmisphereCCP and UBS Capital and each of their respective partners, its directors, officers, employees and the stockholders, affiliates, agents, directors, officers and employees of its partners (and representatives and agents of any of the foregoing designated by CCP or UBS Capital from time to time whether before or after the occurrence of the event giving rise to the claim for indemnity) (each such person entitled to indemnity hereunder being referred to as an "Indemnitee") harmless from any and against any lossall losses, damagecosts, action, proceeding, expense or liability liabilities and damages (including attorney’s reasonable attorneys' fees) (“Loss”) arising from out of or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductconnected with, or (iv) the breach by Novartis claimed to arise out of or to be connected with, any warranty, representation, covenant act performed or agreement made by Novartis in omitted to be performed under this Agreement, except, provided such act or omission was taken in each case, to the extent good faith by such Losses result from the Indemnitee and did not constitute gross negligence or willful misconduct on the part of the relevant Indemnitee, and provided further only in the event of criminal proceedings, that the Indemnitee had no reasonable cause to believe the conduct of the Indemnitee was unlawful. An adverse judgment or plea of NOLO CONTENDERE shall not, of itself, create a presumption that the Indemnitee did not act Management Services Agreement ----------------------------- 5 in good faith or that the Indemnitee had reasonable cause to believe the conduct of the Indemnitee was unlawful. Expenses incurred in defending any Emisphere civil or criminal action arising out of or relating to any event or circumstance to which this indemnity shall apply shall be paid by MSC upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it be later shown that such Indemnitee was not entitled to indemnification. No Indemnitee shall be liable to MSC or the breach by Emisphere any of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents stockholders, directors, officers and or employees from and against or any Loss arising from affiliates, stockholders, partners, directors, officers, employees, representatives or in connections with (i) the practice by Emisphere agents of any license granted hereunder, (ii) Emisphere’s failure of the foregoing or any other person claiming through any of the foregoing for any act or omission by CCP or UBS Capital in the performance of its duties hereunder or otherwise in relation hereto which was taken or omitted to manufacture Commercial Carrier supplied to Novartis hereunder be taken in accordance with applicable law good faith by such Indemnitee and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the which did not constitute gross negligence or willful misconduct on the part of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementsuch Indemnitee. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis Tenant shall indemnifyindemnify each Landlord Party against, defend and hold each Landlord Party harmless Emispherefrom, any and all costs, claims or liability (including, but not limited to, costs, claims and liabilities incurred directly by each Landlord Party and/or relating to the property of each Landlord Party) arising from: (a) Tenant’s use of the Premises and the immediately adjacent sidewalks or loading areas; (b) the conduct of Tenant’s business or anything else done or permitted by Tenant to be done in or about the Premises; (c) any breach or default in the performance of Tenant’s obligations under this Lease; and (d) other acts or omissions of Tenant, its affiliatesemployees, agents, directorspatrons or other invitees. As a material part of the consideration to Landlord, officers Tenant hereby assumes all risk of damage to property or injury to person in or about the Premises and employees from and against any loss, damage, action, proceeding, expense the immediately adjacent sidewalks or liability (including attorney’s fees) (“Loss”) loading areas arising from or any cause, and Tenant hereby waives all claims in connection with respect thereof against each Landlord Party except for any claim arising out of a Landlord Party’s (ias applicable) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent such Losses result from the . The gross negligence or and/or willful misconduct of a Landlord Party shall have no affect on the indemnification of another Landlord Party. Tenant shall reimburse Landlord, upon demand, for any Emisphere Indemnitee costs or the breach expenses, including reasonable legal fees, incurred by Emisphere Landlord in connection with any default of any warrantyTenant under this Lease, representationwhether or not suit is commenced. Landlord shall indemnify Tenant against, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold Tenant harmless Novartisfrom, any and all costs, claims or liability arising from: (a) Landlord’s negligent maintenance of the common area (except for any claim arising out of the acts or omissions of Tenant, its affiliatesemployees, agents directorsand/or contractors); (b) any breach or default in the performance of Landlord’s obligations under this Lease; and (c) other negligent acts or omissions of Landlord, officers and employees from and against any Loss arising from its employees, management agent, patrons or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphereother invitees. Landlord shall not indemnify Tenant for Tenant’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or and/or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall (a) Each Pledgor agrees jointly and severally to indemnify, defend reimburse and hold harmless Emispherethe Pledgee, its affiliateseach other Secured Creditor and their respective successors, agentsassigns, directorsemployees, officers agents and employees servants (hereinafter in this Section 11 referred to individually as an "Indemnitee," and collectively as the "Indemnitees") from any and against any lossall liabilities, damageobligations, actiondamages, proceedinginjuries, expense penalties, claims, demands, actions, suits, judgments and costs, expenses or liability disbursements (including attorney’s feesreasonable attorneys' fees and expenses) (“Loss”for the purposes of this Section 11 the foregoing are collectively called "expenses") of whatsoever kind and nature imposed on, asserted against or incurred by any of the Indemnitees in any way relating to or arising from out of this Agreement, any other Secured Debt Agreement (as defined in the Security Agreement) or any other document executed in connection herewith and therewith or the enforcement of any of the terms of, or the preservation of any rights under any such document, or in connection with (i) any way relating to or arising out of the practice by Novartis of any license granted hereunderownership, (ii) the developmentcontrol, manufactureacceptance, usepossession, handling, storagecondition, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductdisposition, or (ivuse of the Collateral; provided that no Indemnitee shall be indemnified pursuant to this Section 11(a) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, for expenses to the extent such Losses result from caused by the gross negligence or willful misconduct of such Indemnitee. Each Pledgor agrees that upon written notice by any Emisphere Indemnitee of the assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or judgment, the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere relevant Pledgor shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from requested to do so assume full responsibility for the gross negligence or willful misconduct defense thereof. Each Indemnitee agrees to promptly notify the relevant Pledgor of any Novartis such assertion of which such Indemnitee has knowledge; provided that the failure to give such notice shall not affect such Indemnitee's right to indemnification hereunder except to the extent (but only to the extent) that such Indemnitee's damages are increased as a result of such failure. (b) Without limiting the application of Section 11(a) hereof, each Pledgor agrees jointly and severally to pay or reimburse the breach by Novartis Pledgee for any and all reasonable fees, costs and expenses of whatever kind or nature incurred in connection with the creation, preservation or protection of the Pledgee's Liens on, and security interest in, the Collateral, including, without limitation, all fees and taxes in connection with the recording or filing of instruments and documents in public offices, payment or discharge of any warrantytaxes or Liens upon or in respect of the Collateral, representationand all other fees, covenant costs and expenses in connection with protecting, maintaining or agreement made by Novartis preserving the Collateral and the Pledgee's interest therein, whether through judicial proceedings or otherwise, or in this Agreementdefending or prosecuting any actions, suits or proceedings arising out of or relating to the Collateral. 11.3 In (c) If and to the event a party seeks indemnification extent that the obligations of any Pledgor under this ArticleSection 11 are unenforceable for any reason, it shall inform such Pledgor hereby agrees to make the other party (maximum contribution to the “Indemnifying Party”) payment and satisfaction of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimsuch obligations which is permissible under applicable law.

Indemnity. 11.1 Novartis shall indemnifyAs of the date of this Agreement, defend ▇▇▇▇▇▇▇▇▇▇ has executed and delivered to Indemnitee a document entitled Assignment and Bill of Sale conveying the Assets. Notwithstanding any provision of the Purchase and Sale Agreement or any of the assignments or conveyances delivered at or subsequent to the Closing, but subject to paragraph 1 above, ▇▇▇▇▇▇▇▇▇▇ agrees to defend, indemnify and hold Indemnitee harmless Emisphere, its affiliates, agents, directors, officers and employees from and against all Losses arising out of the asserted Environmental Defects described in Exhibit A attached hereto, subject to the following conditions: (a) If Indemnitor has disputed Indemnitee's assertion of an asserted Environmental Defect in accordance with the Purchase and Sale Agreement and Indemnitee's assertion of such asserted Environmental Defect is determined to be invalid, incorrect or not in compliance with the requirements of the Purchase and Sale Agreement, then Indemnitor's obligations under this Agreement shall not cover or apply to the portion of such asserted Environmental Defect that is determined to be invalid, incorrect or not in compliance with the requirements of the Purchase and Sale Agreement. (b) The indemnity under this Agreement shall be the sole and exclusive recourse and remedy of Indemnitee with respect to the asserted Environmental Defects described in Exhibit A attached hereto. All claims for indemnification by Indemnitee under this Agreement must be asserted and resolved as provided in Section 16.05 of the Purchase and Sale Agreement, as if this Agreement were part of the Purchase and Sale Agreement and its Section 16.05 applied to this paragraph 2. (c) Indemnitor shall have the right to conduct or cause to be conducted any losscorrective actions necessary to remedy any Environmental Defects described in Exhibit A attached hereto, damage, action, proceeding, expense or liability and Indemnitee shall provide reasonable access and cooperation as necessary for Indemnitor to carry out any such corrective actions. (including attorney’s feesd) (“Loss”) arising from or in connection with In no event shall Indemnitor be liable to Indemnitee under this Agreement for (i) an amount with respect to any asserted Environmental Defect that is greater than the practice by Novartis of any license granted hereunderIndemnitee's asserted Environmental Defect Value for such asserted Environmental Defect, (ii) any exemplary, punitive, special, indirect, consequential, remote or speculative damages except to the developmentextent any Indemnitee suffers such damages (including costs of defense and reasonable attorney's fees incurred in connection with defending against such damages) to an unaffiliated Third Party, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence with respect to each asserted Environmental Defect described in Exhibit A attached hereto, the obligations and liabilities described in this Agreement to the extent Indemnitee does not provide Indemnitor with a Claim Notice for such Environmental Defect complying with Section 16.05 of the Purchase and Sale Agreement on or willful misconduct, or before the day occurring six (iv6) years after the breach date first mentioned above. (e) With respect to any claim of indemnification related to an Environmental Defect covered by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, Indemnitor's indemnification obligation shall be limited to the extent such Losses result from cost of the least restrictive standard or remedy acceptable under applicable Environmental Law (including engineering or institutional controls) based on the use of the Subject Property as of the Effective Time. If any contamination at a Subject Property is exacerbated due to the actions, inactions, negligence, gross negligence or willful misconduct of any Emisphere Indemnitee or after the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each caseClosing Date, to the extent that such Losses result from exacerbation increases the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice cost of the claiminvestigation or remediation of such contamination, Indemnitor shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely not be responsible for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) any such increase in the defense of the claimcosts.

Indemnity. 11.1 Novartis shall Pledgor agrees to indemnify, defend pay and hold harmless Emisphere, its affiliates, agentsCollateral Agent and the officers, directors, officers employees, agents and employees affiliates of Collateral Agent (collectively called the "Indemnitees") from and against any lossand all liabilities, damageobligations, actionlosses, proceedingdamages, expense penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses or liability disbursements of any kind or nature whatsoever (including attorney’s fees) (“Loss”) arising from or including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with (i) the practice by Novartis of any license granted hereunderinvestigative, (ii) the developmentadministrative or judicial proceeding commenced or threatened, manufacturewhether or not such Indemnitee shall be designated a party thereto), usewhich may be imposed on, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductincurred by, or asserted against that Indemnitee, in any manner relating to or arising our of this Agreement, the Indenture or the Notes (iv) the breach including, without limitations, any misrepresentation by Novartis of any warranty, representation, covenant or agreement made by Novartis Pledgor in this Agreement, exceptthe Indenture or the Notes) (the "indemnified liabilities"); provided that pledgor shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities if it has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such indemnified liability arose from the negligence or bad faith of that Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in each casethe preceding sentence may be unenforceable because it is violative of any law or public policy, Pledgor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the extent such Losses result from payment and satisfaction of all indemnified liabilities incurred by the gross negligence Indemnitees or willful misconduct any of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere them. Collateral Agent shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives give Pledgor prompt notice of the claimassertion of any alleged indemnified liabilities and allow Pledgor to assist in defending same. The Collateral Agent shall also have all the rights, shall permit benefits, immunities and indemnities as described in the Indemnifying Party to assume direction and control last paragraph of Section 7.07 of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claimIndenture.

Indemnity. 11.1 Novartis shall (a) Licensee will indemnify, defend (by counsel reasonably approved by Licensor) and hold harmless EmisphereLicensor and its officers, its affiliatesdirectors, stockholders, Affiliates, agents, employees and other representatives (each a "Licensor Indemnitee") against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorneys' fees and costs, whether or not a lawsuit or other proceeding is filed, that arise out of or relate to (1) Licensee's use of any of the Licensed Marks in a manner not permitted by this Agreement, (2) alleged defects or other problems with any of the Licensed Products manufactured, marketed, sold or distributed by Licensee, (3) Licensee's promotion, advertising or other use of any of the Licensed Marks or Licensed Products that has not been approved by Licensor in accordance with the terms of this Agreement, (4) Licensee's transactions with third parties and/or the operation of its business in connection herewith and/or (5) inconsistencies (not previously approved by Licensor) between this Agreement and any sublicense agreement entered into by Licensee with a sublicense; and/or (6) any use of any Licensed Product in conjunction with any new trademark being sought during the period prior to the date such new trademark's registration is granted. If Licensee fails to promptly indemnify and defend such claims and/or pay a Licensor Indemnitee's expenses, as provided above, such Licensor Indemnitee will have the right to defend itself, and in that case, Licensee will reimburse such Licensor Indemnitee for all of its costs, damages and reasonable attorneys' fees incurred in settling or defending such claims within 15 days of each of such Licensor Indemnitee's written requests. Licensee may not settle any such claim without a Licensor Indemnitee's prior written consent, which consent will not be unreasonably withheld. (b) Licensor will indemnify, defend (by counsel reasonably approved by Licensee) and hold harmless Licensee and its officers, directors, officers stockholders, Affiliates, agents, employees and employees from other representatives (each a "Licensee Indemnitee") against all damages, claims, liabilities, losses and against any lossother expenses, damageincluding without limitation reasonable attorneys' fees and costs, actionwhether or not a lawsuit or other proceeding is filed, proceeding, expense that arise out of or liability relate to (including attorney’s fees) (“Loss”) arising from or in connection with (i1) the practice use of the Licensed Marks in accordance with this Agreement by Novartis Licensee or any of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or Licensee's sublicensees, (iii2) Novartis’ gross negligence alleged defects or willful misconductother problems with any products manufactured, marketed, sold or (iv) the breach distributed by Novartis Licensor, unless such product is a Licensed Product manufactured by a one of any warranty, representation, covenant or agreement made by Novartis in Licensee's sublicensees pursuant to a sublicense entered into pursuant to this Agreement, except(3) failure by Licensor to transfer or maintain the Licensed Marks, in each case, (4) failure by Licensor or its Affiliates to the extent make any payment to one of Licensee's sublicensees for merchandise purchased by Licensor from such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in sublicensee pursuant to a sublicense entered into pursuant to this Agreement. 11.2 Emisphere shall indemnify. If Licensor fails to promptly indemnify and defend such claims and/or pay a Licensee Indemnitee's expenses, defend and hold harmless Novartisas provided above, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Licensee Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including will have the right to settle the claim solely for monetary consideration)defend itself, and shall cooperate as requested (at the expense in that case, Licensor will reimburse such Licensee Indemnitee for all of the Indemnifying Party) its costs, damages and reasonable attorneys' fees incurred in the defense settling or defending such claims within 15 days of the claimeach of such Licensee Indemnitee's written requests. Licensor may not settle any such claim without a Licensee Indemnitee's prior written consent, which consent will not be unreasonably withheld.

Indemnity. 11.1 Novartis shall indemnify, defend Each Pledgor jointly and severally agrees (i) to indemnify and hold harmless Emispherethe Pledgee, its each Secured Creditor and their and their affiliates' respective successors, agentsassigns, directorsemployees, officers agents and employees servants (individually an "Indemnitee", and collectively, the "Indemnitees") from and against any lossand all claims, damagedemands, actionlosses, proceeding, expense or liability judgments and liabilities (including attorney’s feesliabilities for penalties) (“Loss”) arising from of whatsoever kind or in connection with (i) the practice by Novartis of any license granted hereundernature, and (ii) the developmentto reimburse each Indemnitee for all out-of-pocket costs and expenses, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptincluding reasonable attorneys' fees, in each casecase arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, demands, losses, judgments and liabilities (including liabilities for penalties) or expenses of whatsoever kind or nature to the extent such Losses result from the incurred or arising by reason of gross negligence or willful misconduct of such Indemnitee). In no event shall any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, exceptbe liable, in each case, to the extent such Losses result from the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Novartis Indemnitee or Pledgor under this Section 11 are unenforceable for any reason, each Pledgor hereby agrees to make the breach by Novartis maximum contribution to the payment and satisfaction of any warranty, representation, covenant or agreement made by Novartis such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all the Notes issued under the Credit Agreement. 11.3 In , the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) termination of a claim as soon as reasonably practicable after it receives notice all Interest Rate Protection Agreements or Other Hedging Agreements and Letters of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration)Credit, and shall cooperate as requested (at the expense payment of all other Obligations and notwithstanding the Indemnifying Party) in the defense of the claimdischarge thereof.

Indemnity. 11.1 Novartis 5.1 If one or more of the representations and warranties contained in this Agreement by a Party shall indemnifyprove to be untrue in any respect, defend such Party shall indemnify and hold harmless Emisphere, its affiliates, agents, directors, officers and employees the other Parties from and against any lossand all amounts paid by any or all of such indemnitees to third parties (including, damagebut not limited to, actionaffiliates of such indemnified Parties) resulting from any such untruth or inaccuracy or from any such failure of performance, proceedingincluding, expense without limitation, any and all losses, claims, damages, liability, reasonable attorneys' and accountants' fees and costs, court costs, costs of appeal and other costs and expenses. 5.2 Any party that is entitled to an indemnification pursuant to this Section 5 (individually, an "Indemnitee" and collectively, the "Indemnitees") shall promptly notify the indemnifying party (the "lndemnitor") in the event an Indemnitee receives any summons or liability any other written official or unofficial notice or threat of litigation alleging that they (including attorney’s feesor any party comprising the Indemnitees) (“Loss”) arising from or may be liable for any matter with respect to which the foregoing indemnities relate. In the event litigation is instituted against any of the Indemnitees with respect to the indemnified matter, the Indemnitor shall have the right, within ten business days of having received such notice, to select counsel which will represent each of the defendant Indemnitees in connection with (i) the practice by Novartis of any license granted hereundersuch litigation, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, provided that such counsel is reasonably acceptable to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 Indemnitees. In the event a party seeks indemnification under this Articlesuch counsel is not selected by the lndemnitor pursuant to the preceding sentence, it the Indemnitees shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including have the right to settle select their own counsel whose reasonable fees and expenses shall be paid or reimbursed as required hereinabove by the claim solely for monetary consideration)lndemnitor, as its obligations may be pursuant to the foregoing provisions of this Agreement. The Indemnitor may pursue any litigation relating to any of the foregoing indemnified matters to final determination by a court of competent jurisdiction, and expressly reserves the right, at its sole discretion, to appeal from any adverse judgment or order. Provided the Indemnitor is not in default of its obligations hereunder, no Indemnitee shall have any right to settle without the Indemnitor's express written approval. The Indemnitees agree to cooperate as requested (at with the expense Indemnitor and the Indemnitor's counsel in connection with any such litigation. in the event any Indemnitee breaches any of the Indemnifying Party) in provisions of this Section, the defense obligations of the claimIndemnitor as to that Indemnitee (but not as any other Indemnitee) shall automatically terminate.

Indemnity. 11.1 Novartis shall (a) The Corporation hereby agrees to indemnify, defend and hold harmless Emispherekeep indemnified in accordance with, its affiliatesand to the fullest extent permitted by the Corporation’s charter and that is lawful, agentsand regardless of any by-law provision to the contrary, directorsIndemnitee, officers and employees from and against any loss, damage, action, proceeding, expense or liability expenses (including attorney’s fees) (“Loss”) arising from or ), judgments, fines, taxes, penalties and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with (i) any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the practice by Novartis fact that he is or was an officer and director of any license granted hereunderthe Corporation or is or was serving at the request of the Corporation as a director, (ii) the developmentofficer, manufactureemployee or agent of another corporation, usepartnership, handlingjoint venture, storage, sale trust or other disposition enterprise and whether or not such action is by or in the right of the Corporation or that other corporation, partnership, joint venture, trust or other enterprise with respect to which the Indemnitee serves or has served. (b) Despite anything to the contrary in subsection (a), the Corporation agrees to indemnify Indemnitee in a suit or proceeding initiated by the Indemnitee only if the Indemnitee acted with the authorization of the Corporation in initiating that suit or proceeding. However, an arbitration proceeding brought under Section 8 shall not be subject to this subsection (b). (c) Except as set forth in Section 5 (Advancement of Expenses), the specific amounts that were actually and reasonably incurred shall be indemnified by the Corporation in the amount submitted by the Indemnitee unless the Board of Directors (the “Board”) determines that the request is unreasonable or unlawful. If the Board so determines and the Board and the Indemnitee cannot agree, any Product disagreement they have shall be resolved by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconduct, or (iv) a decision of the breach by Novartis arbitrator in an arbitration proceeding pursuant to Section 8. For purposes of any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptreferences to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, in each caseofficer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to the extent such Losses result from the gross negligence or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere shall indemnify, defend and hold harmless Novartisan employee benefit plan, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconductparticipants, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreementbeneficiaries. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis (a) Borrower shall indemnify, defend indemnify and hold Agent and each Lender harmless Emisphere, its affiliates, agents, directors, officers and employees from and against any lossand all suits, damageactions, proceedings, claims, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and disbursements, including those incurred upon any appeal) which may be instituted or asserted against or incurred by Agent or such Lender as a result of its having entered into any of the Loan Documents or extended credit hereunder; PROVIDED, HOWEVER, that Borrower shall not be liable for such indemnification to any such indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense or liability (including attorney’s feesx) (“Loss”) arising results from or in connection with (i) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ such indemnified Person's gross negligence or willful misconduct, (y) relates to a dispute between Agent or any Lender and any of the Loan Parties or (ivz) the results from a breach by Novartis Agent or such Lender of its obligations under the last sentence of Section 11.1(b) hereof. (b) Borrower understands that in connection with Lenders' arranging to provide the LIBOR Advances from time to time at the option of Borrower on the terms provided herein, Lenders have entered or may enter into funding arrangements with third parties ("Funding Arrangements") on terms and conditions which could result in substantial losses to such Lenders if any warranty, representation, covenant or agreement made by Novartis in this Agreement, exceptLIBOR Advances do not remain outstanding at the interest rates provided herein for the entire Interest Period with respect to which such LIBOR Advance has been fixed. Consequently, in each caseorder to induce Lenders to provide the LIBOR Advances on the terms provided herein and in consideration for the entering into by Lenders of Funding Arrangements from time to time in contemplation thereof, if any LIBOR Advance is repaid in whole or in part prior to the extent last day of the Interest Period therefor (whether any such Losses repayment is made pursuant to any provision of this Agreement or any other Loan Document or is the result from the gross negligence of acceleration, by operation of law or willful misconduct of any Emisphere Indemnitee or the breach by Emisphere of any warrantyotherwise), representation, covenant or agreement made by Emisphere in this Agreement. 11.2 Emisphere Borrower shall indemnify, defend indemnify and hold harmless Novartis, its affiliates, agents directors, officers and employees each Lender from and against and in respect of any Loss and all losses, costs and expenses resulting from, or arising from out of or imposed upon or incurred by such Lender by reason of the liquidation or reemployment of funds acquired or committed to be acquired by such Lender to fund such LIBOR Advance, pursuant to the Funding Arrangements. The amount of any losses, costs or expenses resulting in connections with an obligation of Borrower to make a payment pursuant to the foregoing sentence shall not include any losses attributable to any Lender's lost profit, but shall represent the excess, if any, of (i) such Lender's cost of borrowing the practice by Emisphere of any license granted hereunder, relevant LIBOR Advance pursuant to the Funding Arrangements over (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder the return such Lender would receive on its reinvestment of such funds; PROVIDED, HOWEVER, that if any Lender terminates any Funding Arrangements in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere respect of any warrantyLIBOR Advance, representationthe amount of such losses, covenant costs and expenses shall include the cost to such Lender of such termination. As promptly as practicable under the circumstances, each Lender shall provide Borrower with its written calculation of all amounts payable pursuant to the next preceding sentence, and such calculation shall be binding on the parties hereto unless Borrower shall object thereto in writing within ten Business Days of receipt thereof. Notwithstanding the foregoing, the provisions of this Section 2.14(b) shall not apply in respect of any such prepayment of any Term Loan or agreement LIBOR Advance required to be made by Emisphere in solely as a result of the provisions of Section 2.3 (other than with the proceeds of asset sales) or Section 2.16(c) hereof. (c) Borrower hereby waives and relinquishes any set-off or similar rights which it may have against Agent or any Lender with respect to any Obligation under this Agreement; PROVIDED that, exceptwith respect to any Default or Event of Default asserted by Agent or any Lender, in each case, this sentence shall not be deemed to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the impair Borrower's right to settle the assert any claim solely for monetary consideration)against Agent or any Lender that, and shall cooperate as requested (at the expense if adjudicated to be correct by a court of the Indemnifying Party) in the defense competent jurisdiction, would excuse or cure such Default or Event of the claimDefault.

Indemnity. 11.1 Novartis Each Lender (other than FEC) and each Residual Risk Guarantor shall indemnifyindemnify (which indemnity shall survive any termination of this Agreement) the Facility Agent, defend and hold harmless Emispherepro rata according to such Lender's Percentage or Residual Risk Guarantee Proportion (as the case may be), its affiliates, agents, directors, officers and employees from and against any lossand all claims, damagedamages, actionlosses, proceedingliabilities and expenses (including, expense without limitation, reasonable fees and disbursements of counsel) that be incurred by or liability asserted or awarded against, the Facility Agent in any way relating to or arising out of this Agreement and any other Loan Document or any action taken or omitted by the Facility Agent under this Agreement or any other Loan Document; provided that no Lender or Residual Risk Guarantor shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Facility Agent's gross negligence or wilful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Facility Agent promptly upon demand for its rateable share of any out-of-pocket expenses (including attorney’s reasonable counsel fees) (“Loss”) arising from or incurred by the Facility Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (iwhether through negotiations, legal proceedings or otherwise) the practice by Novartis of any license granted hereunder, (ii) the development, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductof, or (iv) the breach by Novartis legal advice in respect of any warrantyrights or responsibilities under, representation, covenant or agreement made by Novartis in this Agreement, except, in each case, to the extent that the Facility Agent is not reimbursed for such Losses result expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Facility Agent, any Lender, any Residual Risk Guarantor or a third party. The Facility Agent shall not be required to take any action hereunder or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement or any other Loan Document, unless it is expressly required to do so under this Agreement or is indemnified hereunder to its satisfaction. If any indemnity in favour of the Facility Agent shall be or become, in the Facility Agent's determination, inadequate, the Facility Agent may call for additional indemnification from the gross negligence or willful misconduct of any Emisphere Indemnitee or Lenders and the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this AgreementResidual Risk Guarantors and cease to do the acts indemnified against hereunder until such additional indemnity is given. 11.2 Emisphere shall indemnify, defend and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with (i) the practice by Emisphere of any license granted hereunder, (ii) Emisphere’s failure to manufacture Commercial Carrier supplied to Novartis hereunder in accordance with applicable law and specifications, (iii) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim.

Indemnity. 11.1 Novartis shall indemnify, defend (a) IEI does hereby agree to indemnify and hold harmless EmisphereMM and its employees, its affiliatesofficers, agentsdirectors and successors against and in respect of any and all claims, directorssuits, officers actions, proceedings (formal or informal), governmental investigations, judgments, deficiencies, set-offs, damages, settlements, liabilities, and employees from reasonable legal and against any loss, damage, action, proceeding, expense or liability other expenses (including attorney’s feesreasonable attorneys' fees and defense costs) (“Loss”) as and when incurred arising from out of or in connection with (i) the practice based upon any breach by Novartis IEI of any license granted hereunderrepresentation, (ii) the developmentwarranty, manufacture, use, handling, storage, sale or other disposition of any Product by Novartis, its Affiliates or sublicensees, (iii) Novartis’ gross negligence or willful misconductcovenant, or (iv) the breach by Novartis agreement of any warranty, representation, covenant or agreement made by Novartis IEI contained in this Agreement; (b) MM does hereby agree to indemnify and hold harmless IEI and its employees, exceptofficers, directors and successors against and in each case, to the extent such Losses result from the gross negligence or willful misconduct respect of any Emisphere Indemnitee and all claims, suits, actions, proceedings (formal or the informal), governmental investigations, judgments, deficiencies, set-offs, damages, settlements, liabilities, and reasonable legal and other expenses (including reasonable attorneys' fees and costs of defense) as and when incurred arising out of or based upon any breach by Emisphere of any representation, warranty, representationcovenant, covenant or agreement made by Emisphere of MM contained in this Agreement. 11.2 Emisphere (c) The parties' respective indemnity obligations hereunder shall indemnifybe subject to the following terms, defend limitations and hold harmless Novartis, its affiliates, agents directors, officers and employees from and against any Loss arising from or in connections with conditions: (i) A person claiming the practice by Emisphere right to indemnity coverage under this Section 5.04 ("indemnitee") shall give the party from whom he or it seeks indemnity coverage ("indemnitor") prompt notice of the assertion of any license granted hereunderindemnified claim on the basis of which an indemnitee intends to seek indemnification from an indemnitor as provided herein; provided, however, that the obligation of an indemnitor shall be reduced for the failure to give timely notice at any particular time only to the extent that the indemnitor has been actually prejudiced thereby; (ii) Emisphere’s failure The indemnitor shall have the duty to manufacture Commercial Carrier supplied zealously and competently defend, with counsel selected by indemnitor after consultation with the primary indemnitee, any matter subject to Novartis hereunder in accordance with applicable law and specifications, indemnity coverage under subparagraphs (iiia) Emisphere’s gross negligence or willful misconduct, or (iv) the breach by Emisphere of any warranty, representation, covenant or agreement made by Emisphere in this Agreement, except, in each case, to the extent such Losses result from the gross negligence or willful misconduct of any Novartis Indemnitee or the breach by Novartis of any warranty, representation, covenant or agreement made by Novartis in this Agreement. 11.3 In the event a party seeks indemnification under this Article, it shall inform the other party (the “Indemnifying Party”b) of this section and to pay all costs of such defense. In any case where indemnitor's obligation to provide a claim as soon as reasonably practicable after it receives notice zealous defense is compromised by conflict of interest between itself and an indemnitee or between indemnitees, the claimindemnitor shall, shall permit upon the Indemnifying Party request of an indemnitee, provide separate legal representation to assume direction and control obviate the conflict of interest. When indemnitor has assumed the defense obligations of the claim (including this section, indemnitor shall have the right to settle the claim solely for monetary consideration)matter without the indemnitees' consent, provided indemnitor in fact commits sufficient funds to satisfy the settlement in full. In the event that an indemnitor fails to defend as provided in this section, any indemnitee shall have the right (but not the obligation) to select and be represented by counsel of its choice, to manage its own legal representation or defense and to settle any claim, debt or other indemnified matter hereunder, and the indemnitor shall cooperate as requested be liable to such indemnitee for all costs, expenses, damages and settlements incurred by such indemnitee; (at iii) With respect to any claim for which an indemnitor shall indemnify any indemnitee, the expense indemnitor shall be subrogated to all rights of any indemnitee against any and all third parties up to the Indemnifying Partyamount paid by indemnitor to indemnitees or set off by such indemnity against an indemnitor; (iv) in No indemnitor shall be liable for that portion of any claim for which an indemnitee actually receives from any insurance, the defense, cost of defense or insurance proceeds covering such claim (the deductible pertaining to any such insurance shall not be considered to be insurance proceeds or cost of the claimdefense).