Common use of Losses Net of Insurance, Etc Clause in Contracts

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to such Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 5.1 shall be calculated on an after-Tax basis and shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (ii) any insurance proceeds (provided by an insurance company that is not an Affiliate of the Indemnified Party) or other cash receipts or sources of reimbursement received with respect to such Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended Loss (the source of any such amounts referred to in clause sub Section (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts endeavours to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII 5.1 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIV, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII V had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. (a) The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be be, without duplication, net of (i) any amount for which a reserve or accrual is included in the Closing Working Capital as finally determined pursuant to Section 2.3; (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and ; or (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect as an offset against such Loss (each source of recovery referred to such Tax or Loss, in clauses (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with . Indemnification under this Article VIII shall not be available unless the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its uses commercially reasonable efforts (litigation excepted), to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the preceding sentence to the extent such rights are capable of assignment)assignment is permitted by the relevant insurance policy; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII Section 8.3 is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination receipt been made at the time of such paymentpayment (or in the case where the Indemnified Party is a Purchaser Indemnitee, the Indemnified Party shall promptly deposit such amount with the escrow agent pursuant to the Escrow Agreement, such amount to be held pursuant to the terms of this Agreement and the Escrow Agreement and shall become part of the Indemnification Escrow Fund thereunder).

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d7.6, Section 8.2(a), Section 7.1 8.2(b) or Section 7.2 8.3 shall be net of (i) any accruals or reserves on the Balance Sheet or included in the determination of the Closing Date Working Capital with respect to the specific Loss in question, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement actually received with respect or realized by an Indemnified Party as an offset against such Loss (other than pursuant to this Agreement), but after reduction for costs of collection and net of any increase in insurance premiums, in each case, to the extent related to the payment of such Tax insurance proceeds or Loss, source of reimbursement (each Person named in clauses (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”; it being understood and agreed that no party will be obligated to seek any payment, indemnification or reimbursement from any Collateral Source), and (iv) an amount equal to the net Tax benefit, if any, actually recognized and attributable to such Loss in each case net of the year in which the claim is made after taking into account any Taxes imposed or reasonable out-of-pocket costs incurred reduction in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sourcesfuture Tax deductions. The Indemnifying Party may require request an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any available Collateral Sources (to Source, which may be granted or denied in the extent such rights are capable of assignment)Indemnified Party’s sole discretion; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d7.6, Section 8.2(a), Section 8.2(b) or this Article VII Section 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIARTICLE VIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII ARTICLE VIII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 7.6, Section 8.2(a), Section 8.2(b) or Section 8.3. Notwithstanding anything herein to the contrary, in no event shall “Losses” be calculated based upon any multiple of lost earnings or similar methodology used to value the Business or the Conveyed Entities.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification or other agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, and Loss (iii) each source named in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause clauses (i) or and (ii), a “Collateral Source”), (iii) an amount equal to the Tax benefit, if any, actually received by the Indemnified Party attributable to such Loss and (iv) any specific accruals or reserves (or overstatement of liabilities in each case net respect of actual liability) of the Company and its Subsidiaries. In computing the amount of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with such Tax benefit, the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially be deemed to actually realize a Tax benefit to the extent the amount of any net cash Tax payments made by the Indemnified Party is reduced below the amount the Indemnified Party would have been required to pay but for the incurrence of such Loss and indemnification. The parties shall take and shall cause their Affiliates to take all reasonable efforts steps to seek recovery for such Taxes mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or Losses from all does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral SourcesSource hereunder. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, that the Indemnifying Party will then be responsible for pursuing such claim recovery at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such payment. Buyer shall not make any claim for indemnification under this Article VII in respect of any matter that is taken into account in the calculation of any adjustment to the Purchase Price pursuant to Section 2.3.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 this Article XI shall be net of (i) any amounts recovered by the applicable Indemnified Party indemnified party under insurance policies with respect to Loss. If any indemnified party or any of its Affiliates is at any time entitled to recover under an insurance policy any amount in respect of any matter giving rise to a Loss pursuant to the provisions of this Article XI, as applicable, the indemnified party shall (and shall cause its applicable Affiliates to) take commercially reasonable steps to pursue such recovery. If any indemnification indemnified parties recover any amounts in respect of Losses pursuant to the provisions of this Article XI under any insurance policy at any time after the indemnifying party has paid all or a portion of such Losses to such indemnified parties pursuant to the provisions of this Article XI, Buyer or Seller, as applicable, shall, or shall cause such indemnified party to, promptly (and in any event within five (5) Business Days after receipt) pay over to the indemnifying party the amount so received (to the extent previously paid by or indemnification agreement with the indemnifying party) net of any third party, and (ii) costs of recovery not reimbursed by the Indemnifying Party. In no event shall recovery of any insurance proceeds or other cash receipts any failure by an indemnified party to seek recovery pursuant to any insurance policy be a condition to such indemnified party’s right to indemnification pursuant to this Article XI. Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless a final determination (which shall include the execution of a Form 870 AD or sources of reimbursement received successor form) with respect to the indemnified party or any of its Affiliates causes any such Tax or Loss, and (iii) in the case of Purchaser Parent payment not to be treated as the Indemnifying Party, any amounts recovered by the Purchaser pursuant an adjustment to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery Purchase Price for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such paymentUnited States federal income Tax purposes.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts actually recovered by the applicable Indemnified Party (which shall include a party receiving payment) pursuant to any indemnification by or indemnification or other agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually received with respect to as an offset against such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed costs incurred to recover such amounts, proceeds or reasonable out-of-pocket costs receipts, such as deductibles, all handling and collection charges by any claims handler appointed by ED&F and Holdings and any increased premiums, including retroactive premium increases, associated with such recovery or the Tax actually incurred in connection with such amounts, proceeds or receipts), (iii) the collection value of any Tax benefit actually realized by the Indemnified Party as a result of such insurance proceedsLoss within five years following the incurrence of any such Loss; it being understood that if the Indemnified Party receives any Tax benefit in respect of any Loss after the Indemnified Party has been indemnified therefor by an Indemnifying Party, cash receipts or sources of reimbursement. The applicable the Indemnified Party shall use its commercially reasonable efforts promptly remit in cash the amount of such Tax benefit to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment)Party; provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate be required to use commercially reasonable efforts to obtain all amounts described in clauses (at i) – (iii) of this Section 10.5, and (iv) any amounts set forth, provided for or reserved against in the Indemnifying Party’s expense) with Merger Closing Balance Sheet, the Indemnifying Party to seek such recoveryStock Sale Closing Balance Sheet or the Financial Information. If under the terms of this Agreement one party is liable to indemnify or reimburse another party the payment shall, if required by law, include an amount equal to be netted hereunder from any payment required under Section 6.5(d) or this Article VII is determined after payment VAT thereon not otherwise recoverable by the Indemnifying Party other party, subject to that other party using all commercially reasonable efforts to recover such amount of any amount otherwise required to VAT as may be paid to an Indemnified Party pursuant to Section 6.5(d) or practicable. For the avoidance of doubt, all indemnification payments due under this Article VIIARTICLE X shall be made in the currency in which the loss was incurred (except as specified below). For purposes of the Basket, the Indemnified Party Cap and other dollar denominated limitations on indemnification, foreign currencies shall repay to be converted into U.S. dollars using the Indemnifying Party, promptly after exchange rate at which such determination, any amount that foreign currencies are offered on the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been date on which an indemnification payment is made at for U.S. dollars as reported in The Wall Street Journal on the time of such paymentday following the day on which payment is made.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d)7.6, Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any accruals or reserves included in the Final Closing Working Capital with respect to such matter, (ii) any amounts actually recovered by the applicable Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement actually received as an offset against such Loss (in the cases of clauses (ii) or (iii), net of reasonable expenses incurred in procuring such recovery and, with respect to recoveries from insurance, any increase in premiums or retroactive premium adjustments or chargebacks paid by or on behalf of such Tax or Indemnified Party as a result of the insurance claim related to such Loss, and any loss or reduction in coverage under the relevant insurance policy as a result of the insurance claim related to such Loss) (each source of recovery named in clauses (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”)) and (iv) an amount equal to the cash Tax benefit, in each case if any, attributable to such Loss that is actually recognized (determined on a “with and without” basis and net of any Taxes imposed or of reasonable out-of-pocket costs incurred in connection with of the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use and its commercially reasonable efforts Affiliates attributable to seek recovery for or incurred to recover such Taxes or Losses from all Collateral Sources. The Indemnifying Tax benefit) by the Indemnified Party may require in the taxable year any indemnity payment is paid to an Indemnified Party under this Agreement or in any of the three (3) subsequent taxable years or the three (3) prior taxable years (provided that, for the avoidance of doubt, with respect to assign any prior taxable year, any Tax benefit that is, in the case of a Purchaser Indemnitee, attributable to a taxable period or portion thereof of a Conveyed Company that ends on or prior to the Closing Date and is actually recognized by the Seller or its Affiliates (determined on a with and without basis), including any such Tax benefit actually recognized by the Seller or its Affiliates that is attributable to a Seller’s Refund paid by Purchaser or its Affiliates pursuant to this Agreement, shall not be deemed a Tax benefit actually recognized by such Purchaser Indemnitee for purposes of this Section 8.5(iv)). Nothing in this Agreement shall (a) require any Indemnified Party to continue or maintain in effect any insurance policies, (b) claim or utilize any deduction, loss or other Tax benefit unless the Indemnifying Party delivers, from a mutually agreeable independent accounting firm, an opinion that such position is “more likely than not” to prevail under applicable Tax Law (with the rights cost of the “more likely than not” opinion borne fifty percent (50%) by the Indemnifying Party and fifty percent (50%) by the Indemnified Party) or (c) prevent or delay any Person from obtaining any indemnification hereunder prior to seek recovery of any amounts from any Collateral Sources (Source or receiving any Tax benefit or using any efforts to the extent obtain any such rights are capable of assignment)recovery or benefit; provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; providedhowever, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If if the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 7.6, Section 8.2 or this Article VII Section 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source with respect to a given matter shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 7.6, Section 8.2 or Section 8.3 with respect to such matter. The Indemnifying Parties waive all rights of subrogation with respect to any indemnification payments made by them and shall not be entitled to any rights of subrogation with respect to claims indemnified by them.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 7.2(a) or Section 7.2 7.3(a) shall be net of (i) any amounts recovered by the applicable Indemnified Party (net of any costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any third partyPerson (other than this Agreement), and (iib) any insurance proceeds or other cash receipts or sources (net of reimbursement any costs of investigation of the underlying claim and of collection and net of Taxes) received with respect to as an offset against such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the each source of any such amounts referred to in clause (i) or (ii)recovery, a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d7.2(a) or this Article VII Section 7.3(a) is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determinationreceipt, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made receipt occurred at the time of such payment. Each Indemnified Party shall take commercially reasonable steps to mitigate any Losses as soon as reasonably practicable after such Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Losses. All Losses shall be net of any net tax benefit actually realized and received by virtue of the matter giving rise to the Loss in or prior to the taxable year in which the Losses are incurred. Losses shall not include punitive, exemplary, consequential, indirect, or incidental damages (except with respect to such Losses asserted in a third party claim). Notwithstanding anything else to the contrary contained herein, no Company Indemnitee shall be entitled to indemnification for any Losses to the extent that the state of facts giving rise to such Losses constitutes a breach of a representation or warranty set forth in the Purchase Agreement for which the Company Indemnitee is entitled to indemnification pursuant to the Purchase Agreement.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts 62 recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification or other agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, and Loss (iii) each source named in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause clauses (i) or and (ii), a “Collateral Source”), (iii) an amount equal to the Tax benefit, if any, available to or taken by the Indemnified Party attributable to such Loss and (iv) any specific accruals or reserves (or overstatement of liabilities in each case net respect of actual liability) of the Company and its Subsidiaries. The parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any Taxes imposed event that would reasonably be expected to, or reasonable out-of-pocket does, give rise thereto, including incurring costs incurred in connection with only to the collection of such insurance proceeds, cash receipts or sources of reimbursementminimum extent necessary to remedy a Breach that gives rise to the Loss. The applicable Indemnified Party parties acknowledge and agree that no right of subrogation shall use its commercially reasonable efforts accrue or inure to seek recovery for such Taxes or Losses from all the benefit of any Collateral SourcesSource hereunder. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, that the Indemnifying Party will then be responsible for pursuing such claim recovery at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 Sections 8.1 or Section 7.2 8.2 (the "Specified Sections") shall be net of (i) any accruals or reserves on the Financial Statements or the Working Capital Statement, (ii) any amounts recovered by the applicable 134 143 Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect as an offset against such Loss (each person from whom amounts are recovered or received pursuant to such Tax or Lossclauses (ii) and (iii), a "Collateral Source"), and (iiiiv) in an amount equal to the case present value of Purchaser Parent as the Tax benefit, if any, attributable to such Loss (the "NPV") that is actually realized within three years after the indemnification payment by the Indemnifying Party. To the extent that a Tax benefit in respect of such Loss is not actually realized within such three year period, any amounts recovered by the Purchaser pursuant Indemnified Party will within thirty (30) days of the expiry of such three year period pay to the Contribution Agreement, dated as Indemnifying Party the amount of April 22, 2014, by and among the NPV. Indemnification under this Article VIII shall not be available to Purchaser Parent, Purchaser and Novartis AGor Pfizer, as amended (the source of any such amounts referred to in clause (i) or (ii)case may be, a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with unless the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially party seeking indemnification under this Article VIII first uses all reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) Sections 8.1 or this Article VII 8.2 is determined after payment by the Indemnifying Party of any amount 135 144 otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of Payments for any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts actually recovered by the applicable Indemnified Party (which shall include a party receiving payment) pursuant to any indemnification by or indemnification other agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually received as an offset against such Loss or any Tax benefit actually realized with respect to such Tax Loss (net of any costs incurred to recover such amounts, proceeds, receipts or Loss, benefit and (iii) any increases in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered insurance premiums payable by the Purchaser pursuant Indemnified Party attributable to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such Loss). The Indemnified Party shall be required to use commercially reasonable efforts to obtain all amounts referred to described in clause clauses (i) or and (ii)) of this Section 9.6. In the event any Parent Indemnified Party receives any payment from or for the account of the Stockholders or any of them (including without limitation by setoff against amounts owing to Stockholders) with respect to any Loss pursuant to Section 9.2, and thereafter Parent or a “Collateral Source”)Parent Indemnified Party receives payment of amounts described in clauses (i) and (ii) of this Section 9.6 from any insurer or other third party in respect of such Loss, Parent shall, and shall cause such Parent Indemnified Parties to, pay such amount (up to the amount received from or for the account of Stockholders or by setoff in each case respect of such Loss, net of any Taxes imposed or reasonable out-of-pocket costs and expenses incurred in connection with such recovery) to the collection of Representative for distribution among the applicable Stockholders. Parent shall provide or cause the Surviving Entity to provide to the Representative such insurance proceeds, cash receipts policies in its possession or sources control as the Representative may request solely for the purpose of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to determining if the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment)parties obligations under this Section 9.6 have been satisfied; provided that the Indemnifying Party will then such material shall be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII is determined after payment treated by the Indemnifying Party of Representative (and the Representative shall cause its representatives to treat such materials) as confidential and the Representative shall not disclose (and shall cause its representatives not to disclose) such materials to any amount otherwise other party except as required by applicable law or court order, and except as necessary or appropriate to be paid to an Indemnified Party pursuant to Section 6.5(d) perfect claims regarding insurance coverage or this Article VIIother third parties against Parent, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determinationSurviving Entity, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) such insurer or this Article VII had such determination been made at the time of such paymentthird party.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any amounts recovered by the applicable Indemnified Party (net of any costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement (other than this Agreement) with any third party, Person who is not an Affiliate of such Indemnified Party and (ii) any insurance proceeds or other under a third-party insurance policy (net of any costs of investigation of the underlying claim and of collection) in each case actually received in cash receipts or sources of reimbursement received by such Indemnified Party with respect to such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the each source of any such amounts recovery referred to in clause clauses (i) or and (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII Section 8.3 is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determinationreceipt, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made receipt occurred at the time of such payment.. Each Indemnified Party shall take commercially reasonable steps to mitigate any Losses as soon as reasonably practicable after such Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Losses (including by pursuing recovery from any Collateral Source). Notwithstanding anything in Section 8.2, no Purchaser Indemnitee shall be entitled to indemnification in respect of any breach of any representation, warranty, covenant or other obligation of Sellers or Parent if and to the extent that Purchaser had actual knowledge of such breach on the date hereof. AMERICAS 92199813 (2K) -43-

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (ia) any amounts actually recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third partyparty (net of any costs of investigation of the underlying claim and collection), and (iib) any insurance proceeds or other cash receipts or sources of reimbursement actually received with respect to (net of any costs of investigation of the underlying claim and collection) as an offset against such Tax or Loss, Loss (each Person named in clauses (a) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iib), a “Collateral Source”), in each case and (c) an amount equal to the net Tax benefit resulting from such Loss that is actually realized no later than the second Tax year following the Tax year of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Loss by the Indemnified Party or its Affiliates. Indemnification under this Article VII shall use not be available unless the Indemnified Party first uses its commercially reasonable best efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may may, to the extent permitted by applicable Law, require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources pursuant to the preceding sentence (to the extent such rights are capable of assignment); provided that the Indemnifying Party will shall then be responsible for pursuing such claim at its own expense; and provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d7.1(a) or this Article VII Section 7.1(b) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section Sections 7.1 or Section 7.2 shall be net of (i) any accruals or reserves on the Final Closing Statement specifically identified and attributable to such Loss, but solely to the extent of the amount of such accrual or reserve, (ii) any amounts included in the settlement of the Final Working Capital or the Final Net Cash specifically identified and attributable to such Loss, and (iii) any amounts actually recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third partyparty (net of any costs of investigation of the underlying claim and of collection), and (iiiv) any insurance proceeds or other cash receipts or sources of reimbursement actually received with respect to (net of any costs of investigation of the underlying claim and of collection) as an offset against such Tax or Loss, and Loss (each Person named in clauses (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iiiv), a “Collateral Source”), in each case and (v) an amount equal to the net Tax benefit resulting from such Loss that is actually realized no later than the second Tax year following the Tax year of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Loss by the Indemnified Party or its Affiliates. Indemnification under this Article VII shall use not be available unless the Indemnified Party first uses its commercially reasonable best efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may may, to the extent permitted by applicable Law, require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources pursuant to the preceding sentence (to the extent such rights are capable of assignment); provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; and provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) Sections 7.1 or this Article VII 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received Any indemnifiable claim with respect to such Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant matter shall be limited to the Contribution Agreement, dated as amount of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable actual out-of-pocket costs indemnifiable Losses sustained and incurred in connection with by the collection Indemnified Party by reason of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified matter (and no Indemnifying Party shall use its commercially reasonable efforts have an indemnification payment obligation, nor be entitled to seek recovery assert any claim for indemnification, in respect of any contingent liability unless and until such Taxes or Losses from all Collateral Sourcesliability becomes due and payable) net of any insurance proceeds actually received as an offset against such Loss. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources pursuant to the preceding sentence (to the extent such rights are capable of assignment); provided provided, however, that the Indemnifying Party will shall then be responsible for pursuing such claim at its own expense; provided, and provided further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) 7.1 or this Article VII Section 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had been required to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such payment. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Losses Net of Insurance, Etc. (a) The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be be, without duplication, net of (i) any amount for which a reserve or accrual is included in the Financial Statements; (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party; (iii) any Tax benefit actually received in the form of either (x) a Tax cash refund actually received by the Indemnified Party or (y) a Tax credit which is applied to result in a reduction in the amount of cash Taxes actually paid by the Indemnified Party; provided that if any such Tax credit or cash refund is applied or received (as applicable) after indemnification of Loss is paid by the Indemnifying Party, and the Indemnified Party shall promptly reimburse the Indemnifying Party any amounts applied or received, or (iiiv) any insurance proceeds or other cash receipts or sources of reimbursement received with respect as an offset against such Loss (each source of recovery referred to such Tax or Lossin clauses (ii), and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iiiv), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with . Indemnification under this Article VIII shall not be available unless the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its uses commercially reasonable efforts (litigation excepted), to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the preceding sentence to the extent such rights are capable of assignment)assignment is permitted by the relevant insurance policy; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII Section 8.3 is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination receipt been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss In the event that an Indemnified Party is entitled to indemnification for which indemnification is provided Losses under Section 6.5(d), Section 7.1 8.2 or Section 7.2 shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to such Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG8.3, as amended (the source of any applicable, such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for in respect of such Taxes or Losses from all applicable Collateral Sources. The ; provided, however, that such commercially reasonable efforts shall in no event obligate such Indemnified Party to (i) obtain or maintain any level of insurance coverage or (ii) bring an Action against any Person (other than an insurer) that would reasonably be expected to result in material reputational harm to the applicable Indemnified Party; provided, further, that, in the event that an Indemnified Party declines to bring an Action against any Person in order to seek recovery in respect of any such indemnifiable Losses, then the Indemnifying Party may require an such Indemnified Party to use reasonable best efforts to assign to the Indemnifying Party the rights to seek such recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that in which case, the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided). The amount of any Loss for which indemnification is provided under Section 8.2 or Section 8.3 shall be net of (a) any amounts in respect of such Loss that were actually taken into account on a dollar-for-dollar basis in determining the Final Purchase Price (b) in the case of any claim under Section 8.2(a), further8.2(b) or 8.2(c), that any accruals or reserves included with respect to such Liability in the calculation of Closing Working Capital (c) any amounts recovered by the Indemnified Party shall cooperate pursuant to any indemnification by, or indemnification agreement with, any third party (at the Indemnifying Party’s expensenet of any reasonable and documented out-of-pocket costs of recovery or Taxes related thereto) with the Indemnifying Party to seek and (d) any insurance proceeds or other cash receipts or sources of reimbursement actually recovered (net of any reasonable and documented out-of-pocket costs of recovery and any related premium increases or Taxes related thereto) as an offset against such recoveryLoss (each Person named in clauses (b) and (c), a “Collateral Source”). If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII Section 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 8.2 or Section 8.3.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under this Section 6.5(d), Section 7.1 or Section 7.2 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Preliminary Balance Sheet, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such Tax or Losssource named in clauses (i), (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net and (iv) the fees, costs and expenses of defending or pursuing any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all claim against a Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recoverySource. If the amount to be netted hereunder from any payment required under Section 6.5(dSections 8(b) or this Article VII 8(c) is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 6.5(d) or this Article VII8, the Indemnified Party shall repay to the Indemnifying Partyindemnifying party, promptly after such determination, any amount that the Indemnifying Party indemnifying party would not have had to pay pursuant to this Section 6.5(d) or this Article VII 8 had such determination been made at the time of such payment, along with the fees, costs and expenses, if any, of pursuing such claim. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. (a) The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any accruals or reserves for such Loss on the financial statements referenced in Section 3.5, (ii) any amount for which a reserve or accrual for such Loss is established in the Closing Working Capital, (iii) any amounts recovered and actually received for such Loss by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (iiiv) any proceeds of insurance proceeds policies of the Company or the Company Subsidiaries in effect immediately prior to the Effective Time, or other cash receipts or sources of reimbursement actually received with respect to as an offset against such Tax or Loss, and Loss (each Person named in clauses (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iiiv), a “Collateral Source”), in each case net and (v) an amount equal to the amount of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with tax benefit attributable to such Loss, if and when actually received. Indemnification under this Article VIII shall not be available unless the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its first uses commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sourcescounterparties to any Contract with any supplier pursuant to which any indemnification provisions are applicable. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII 8.3 is determined received by the Indemnified Party after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments for the applicable Loss to be made by the Indemnifying Party pursuant to Section 8.2 or 8.3.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 Sections 10.2 or Section 7.2 shall 10.8 will be net of (ia) any amounts recovered by paid to the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (ii) party or any insurance proceeds or other cash receipts or sources of reimbursement received with respect to such Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), and (b) accruals or reserves (or overstatement of liabilities in each case net respect of actual liability) for the item resulting in such Loss included in the Final Closing Balance Sheet. In addition, the Indemnifying Party will have no liability in respect of any Taxes imposed such Loss (i) to the extent the Loss arises or reasonable out-is incurred as a result of the passing of-pocket costs incurred , or a change in, any Law or administrative practice of a Governmental Authority, (ii) if the Loss would not have arisen but for any act, omission, transaction or arrangement carried out at the request of or consent of the Indemnified Party before Closing or (iii) if the Loss would not have arisen but for any voluntary act, omission, transaction or arrangement carried out after Closing by the Indemnified Party or any of the Indemnified Party’s respective directors, employees or agents or successors other than in connection with the collection ordinary course of such insurance proceeds, cash receipts or sources of reimbursementthe Business as carried on at the Closing Date. The applicable Indemnified Party shall use its commercially Parties will take and will cause their controlled Affiliates to take all reasonable efforts steps to seek recovery for such Taxes mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or Losses from all Collateral Sourcesdoes, give rise to a Loss, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided that the Indemnifying Party will then be responsible for pursuing such claim recovery at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) Sections 10.2 or this Article VII 10.8 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIX, the Indemnified Party shall will repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII X had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third partyparty (net of any Taxes imposed as a result of the receipt of such indemnification), and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Partyindemnification under Section 8.2, any amounts recovered solely from insurance paid for by the Purchaser pursuant Company prior to the Contribution Agreement, dated Closing Date) (net of any Taxes imposed as a result of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended the receipt of such proceeds or reimbursement) (the each source of any such amounts recovery referred to in clause clauses (i) or and (ii), a “"Collateral Source”)") and (iii) an amount equal to the Tax benefit, if any, that the Indemnified Party determines is attributable to such Loss that is recognized by the Indemnified Party in each case or prior the year in which such indemnification is provided. Additionally, Parent Indemnitees' Losses (A) shall be net of any accruals or reserves to the extent accrued for in the Final Closing Date Working Capital calculation, (B) shall not be duplicative of (I) any amount to the extent specifically included as a liability in the Final Closing Date Working Capital, Known Pre-Closing Taxes, or any gift card liability, or, (II) any adjustment included in the calculation of Final Closing Date Working Capital or Known Pre-Closing Taxes imposed or reasonable out(III) any Loss related to an adjustment to the extent that it was the subject of a dispute as to the Final Closing Date Working Capital or Known Pre-of-pocket costs incurred in connection with Closing Taxes. Indemnification under this Article VIII shall not be available unless the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its first uses commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII Section 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such paymentpayment (or in the case where the Indemnified Party is a Parent Indemnitee, the Indemnified Party shall promptly deposit such amount with the Escrow Agent, such amount to be held pursuant to the terms of the Escrow Agreement and shall become part of the Indemnification Escrow Fund thereunder), and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 8.2 or Section 8.3. Notwithstanding anything to the contrary contained in this Agreement, the Parent Indemnitees shall not be entitled to seek indemnification for any Losses that result from, arise out of, or relate to breaches of the representations and warranties contained in Section 3.16 to the extent such Losses result from, arise out of, or relate to any corrective, removal or remedial actions or other measures taken in response to environmental conditions ("Response Actions"), that exceed the minimum Response Actions required under any Environmental Law in effect as of the Closing Date or that are more costly than the most cost-effective means of achieving compliance with any Environmental Law in effect as of the Closing Date (including the use of deed restrictions or other regulatory controls where applicable).

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 5.1 shall be net of (ia) any amounts actually recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third partyparty (net of any costs of investigation of the underlying claim and collection), and (iib) any insurance proceeds or other cash receipts or sources of reimbursement actually received with respect to (net of any costs of investigation of the underlying claim and collection) as an offset against such Tax or Loss, Loss (each Person named in clauses (a) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iib), a “Collateral Source”), in each case and (c) an amount equal to the net Tax benefit resulting from such Loss that is actually realized no later than the second Tax year following the Tax year of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Loss by the Indemnified Party or its Affiliates. Indemnification under this Article V shall use not be available unless the Indemnified Party first uses its commercially reasonable best efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may may, to the extent permitted by applicable Law, require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources pursuant to the preceding sentence (to the extent such rights are capable of assignment); provided that the Indemnifying Party will shall then be responsible for pursuing such claim at its own expense; and provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d5.1(a) or this Article VII Section 5.1(b) is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIV, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII V had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d9.1 [(Indemnification of MIC Hawaii by Purchaser and the Company), ] and Section 7.1 or Section 7.2 9.2 [(Indemnification of the Company and Purchaser by MIC Hawaii and Seller)] shall be calculated net of (ia) any amounts recovered by the applicable Indemnified Party Indemnitees (net of any Taxes imposed with respect thereto and any costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any third partyPerson (other than this Agreement), and (iib) any insurance proceeds or other cash receipts or sources (net of reimbursement received any Taxes imposed with respect to thereto and any costs of investigation of the underlying claim and of collection and any increase in premiums as a result thereof) actually received as an offset against such Tax or Loss, and but expressly excluding any recovery under the R&W Insurance Policy (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the each source of any such amounts recovery referred to in clause clauses (ia) or and (iib), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) or this Article VII 9.1 [(Indemnification of MIC Hawaii by Purchaser and the Company)] and Section 9.2 [(Indemnification of the Company and Purchaser by MIC Hawaii and Seller)] is determined received after payment by the Indemnifying Party indemnifying party (the “Indemnitor”) of any amount otherwise required to be paid to an Indemnified Party Indemnitee pursuant to Section 6.5(d) or this Article VIIIX, the Indemnified Party applicable Indemnitee shall repay to the Indemnifying PartyIndemnitor, reasonably promptly after such determinationreceipt, any amount that the Indemnifying Party Indemnitor would not have had to pay pursuant to Section 6.5(d) or this Article VII IX had such determination been made receipt occurred at the time of such payment. Each Indemnitee shall take commercially reasonable steps, consistent with the common law doctrine of mitigation of damages, to mitigate any Losses as soon as reasonably practicable after such Indemnitee becomes aware of any event which does, or could reasonably be expected to, give rise to any such Losses with respect to which it may be entitled to seek indemnification pursuant to this Agreement.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 Sections 8.2 or Section 7.2 8.8 shall be net of (ia) any amounts recovered actually received by the applicable Indemnified Party relating to such Loss pursuant to any indemnification by or indemnification agreement with any third partyparty (net of expenses reasonably incurred by the Indemnified Party in pursuing such recovery), and (iib) any amounts actually received by the Indemnified Party relating to such Loss pursuant to any insurance proceeds or other cash receipts or sources of reimbursement received with respect to available as an offset against such Tax or Loss, Loss (net of expenses reasonably incurred by the Indemnified Party in pursuing such recovery) (each source named in clauses (a) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iib), a “Collateral Source”), (c) with respect to claims under Section 8.2(a), any amounts paid or payable by the Seller pursuant to Section 8.8 with respect to such Loss and (d) accruals or reserves (or overstatement of liabilities in each case net respect of actual liability) relating to such Loss set forth on Schedule 8.5. The existence of a claim by an Indemnified Party for monies from a Collateral Source in respect of such Loss shall not, however, delay any payment pursuant to Sections 8.2 or 8.8 and otherwise determined to be due and owing by the Indemnifying Party. In addition, the Indemnifying Party will have no liability in respect of any Taxes imposed such Losses (i) to the extent they arise or reasonable out-are incurred as a result of the passing of-pocket costs incurred , or a change in, any Law or administrative practice of a Governmental Authority, (ii) if they would not have arisen but for any act, omission, transaction or arrangement carried out at the request of the Indemnified Party before the Closing or (iii) if they would not have arisen but for any voluntary act, omission, transaction or arrangement carried out after the Closing by the Indemnified Party or any of the Indemnified Party’s respective directors, employees or agents or successors in connection with title other than in the collection ordinary course of such insurance proceeds, cash receipts or sources of reimbursementthe Business as carried on at the Closing Date. The applicable Indemnified Party Parties shall use its commercially take and shall cause their Affiliates to take all reasonable efforts steps to seek recovery for such Taxes mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or Losses from all does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss. The Parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral SourcesSource hereunder. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, that the Indemnifying Party will then be responsible for pursuing such claim recovery at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) Sections 8.2 or this Article VII 8.8 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under this Section 6.5(d), Section 7.1 or Section 7.2 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the balance sheet of the Company for the Most Recent Fiscal Month End, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect as an offset against such Loss (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such Tax or Losssource named in clauses (i), (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net and (iv) the fees, costs and expenses of defending or pursuing any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all claim against a Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recoverySource. If the amount to be netted hereunder from any payment required under Section 6.5(dSections 8(b) or this Article VII 8(c) is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 6.5(d) or this Article VII8, the Indemnified Party shall repay to the Indemnifying Partyindemnifying party, promptly after such determination, any amount that the Indemnifying Party indemnifying party would not have had to pay pursuant to this Section 6.5(d) or this Article VII 8 had such determination been made at the time of such payment, along with the fees, costs and expenses, if any, of pursuing such claim. Unless prohibited by law, the Parties agree that any indemnification payment made hereunder shall be treated as an adjustment to the Purchase Price.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section Sections 7.1 or Section 7.2 shall be net of (i) any accruals or reserves on the Final Closing Statement specifically identified and attributable to such Loss, but solely to the extent of the amount of such accrual or reserve, (ii) any amounts included in the settlement of the Final Working Capital or the Final Net Cash specifically identified and attributable to such Loss, and (iii) any amounts actually recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third partyparty (net of any costs of investigation of the underlying claim and of collection), and (iiiv) any insurance proceeds or other cash receipts or sources of reimbursement actually received with respect to (net of any costs of investigation of the underlying claim and of collection) as an offset against such Tax or Loss, and Loss (each Person named in clauses (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iiiv), a “Collateral Source”), in each case and (v) an amount equal to the net Tax benefit resulting from such Loss that is actually realized no later than the second Tax year 141 following the Tax year of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Loss by the Indemnified Party or its Affiliates. Indemnification under this Article VII shall use not be available unless the Indemnified Party first uses its commercially reasonable best efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may may, to the extent permitted by applicable Law, require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources pursuant to the preceding sentence (to the extent such rights are capable of assignment); provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; and provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) Sections 7.1 or this Article VII 7.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be net of (ia) any amounts actually recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, party and (iib) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the each source of any such amounts recovery referred to in clause clauses (ia) or and (iib), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket case, after the costs incurred by the Indemnified Party in connection with the collection of such insurance proceedsamounts. Additionally, cash receipts Parent’s and Merger Sub’s Losses (i) shall be net of any accruals or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (reserves to the extent such rights are capable accrued for in the Financial Statements or in the Final Closing Date Working Capital calculation, and (ii) shall not be duplicative of assignment); provided (A) any amount to the extent included as a liability in the Final Closing Date Working Capital or (B) any adjustment included in the calculation of Closing Date Working Capital or that was the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that subject of a dispute as to the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recoveryClosing Date Working Capital. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such paymentpayment (or in the case where the Indemnified Party is a Parent Indemnitee, the Indemnified Party shall promptly deposit such amount with the Escrow Agent, such amount to be held pursuant to the terms of the Escrow Agreement and shall become part of the Escrow Fund thereunder), and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 8.2 or 8.3.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under this Section 6.5(d), Section 7.1 or Section 7.2 8 shall be net of (i) in the case of Section 8(b), any accruals or reserves on the Closing Date Balance Sheet, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, party and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, except to the extent that any such insurance is provided under fronting, captive or retrospectively rated policies that would ultimately result in such claims being borne by the Indemnified Party (and no right of subrogation shall accrue to any insurer or third party indemnitor hereunder) (each such source named in clauses (i), (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(dSections 8(b) or this Article VII 8(c) is determined after payment by the Indemnifying Party indemnifying party of any amount otherwise required to be paid to an Indemnified Party pursuant to this Section 6.5(d) or this Article VII8, the Indemnified Party shall repay to the Indemnifying Partyindemnifying party, promptly after such determination, any amount that the Indemnifying Party indemnifying party would not have had to pay pursuant to this Section 6.5(d) or this Article VII 8 had such determination been made at the time of such payment. The amount of any Loss for which indemnification is provided under this Section 8 shall include all costs incurred by the Indemnified Party in seeking recovery from Collateral Sources if the Indemnifying Party has demanded such action in accordance with this Section 8(f). In the event that an Indemnified Party makes a claim for indemnification under this Section 8, the Indemnifying Party shall have the option, in its sole discretion, to demand that the Indemnified Party seek recovery from any Collateral Source for such claim. Any Indemnifying Party may, in its sole discretion, require any Indemnified Party to grant an assignment of the right of such Indemnified Party to assert a claim against any Collateral Source if the Indemnifying Party has first fully satisfied the claim by the Indemnified Party. In the event of such assignment, the Indemnifying Party will pursue such claim at its own expense.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 9.1 or Section 7.2 9.2 shall be net of (i) any accruals or reserves on the financial statements referenced in Section 3.6 established for such Loss, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third partyparty but net of the cost of such recovery, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, Loss but net of the cost of recovery (each Person named in clauses (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided. In furtherance of the foregoing, furthereach of Sellers and Purchaser agree to, that the and to cause their Affiliates to, in their capacities as Indemnified Party shall cooperate Persons (x) in good faith, diligently seek recovery, at the Indemnifying Party’s its or their own expense, of all such proceeds from Collateral Sources with respect to all Losses with respect to which it or they make a claim for indemnification under this Article IX and (b) with keep the Indemnifying Party to seek such recoveryinformed of all material matters related thereto. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) Sections 9.1 or this Article VII 9.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIIX, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII IX had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be paid over to the Indemnified Party.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d)7.6, Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any accruals or reserves included in the determination of the Closing Date Working Capital, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third partyPerson, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, Loss (each Person named in clauses (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net and (iv) an amount equal to the present value of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of Tax benefit, if any, attributable to such insurance proceeds, cash receipts or sources of reimbursementLoss. The applicable Indemnification under this Article VIII shall not be available unless the Indemnified Party shall use its first uses commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will shall then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 7.6, 8.2 or this Article VII 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 7.6, 8.2 or 8.3. Notwithstanding anything herein to the contrary, in no event shall “Losses” be calculated based upon any multiple of lost earnings or other similar methodology used to value the Business, the Purchased Assets, the Assumed Liabilities or the Conveyed Companies or based on the financial performance or results of operations of the Business, the Purchased Assets, the Assumed Liabilities or the Conveyed Companies.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d)‎Section 7.6, Section 7.1 ‎Section 8.2 or Section 7.2 ‎Section 8.3 shall be net of (i) any accruals or reserves included in the Closing Working Capital, (ii) any amounts actually recovered by the applicable Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to actually recovered as an offset against such Tax or Loss, Loss (each of the Persons named in clauses ‎(ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii‎(iii), a “Collateral Source”)) and (iv) an amount equal to the Tax benefit, if any, actually realized in cash or a reduction in Taxes otherwise payable, in each case in a taxable year or period prior to the year in which the indemnification payment is made and that is attributable to such Loss (in each case, net of any Taxes imposed or reasonable out-of-pocket costs expenses incurred in connection with the collection of procuring such insurance proceeds, cash receipts or sources of reimbursementrecovery. The applicable Each Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) ‎Section 7.6, ‎Section 8.2 or this Article VII ‎Section 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII‎VIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII ‎VIII had such determination been made at the time of such payment, and any such excess recovery shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to ‎Section 7.6, ‎Section 8.2 or ‎Section 8.3.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 this Agreement shall be net of (i) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, and Loss (iii) each Person named in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause clauses (i) or and (ii), a “Collateral Source”), in each case net and (iii) an amount equal to the present value of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of Tax benefit, if any, attributable to such insurance proceeds, cash receipts or sources of reimbursementLoss. The applicable Indemnified Party shall Purchaser agrees to use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) or this Article VII from an Indemnifying Party hereunder is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVI, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VI had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to this Agreement. Notwithstanding anything herein to the contrary, in no event shall “Losses” be calculated based upon any multiple of lost earnings or other similar methodology used to value the Assets or the Business or based on the financial performance or results of operations of the Business.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided provided, any payment under Section 6.5(d)a covenant pursuant to this Agreement, Section 7.1 or Section 7.2 the expenses of a party that are borne by another party pursuant to this Agreement shall be net of (i) any amounts recovered by the applicable Indemnified Party (which shall include a party receiving payment) pursuant to any indemnification by or indemnification or other agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source net of any costs incurred to recover such amounts referred to amounts, proceeds or receipts, such as deductibles, all handling and collection charges by any claims handler appointed by Seller and any increased premiums, including retroactive premium increases, associated with such recovery or the Tax actually incurred in clause connection with such amounts, proceeds or receipts) (each source named in clauses (i) or and (ii), a “Collateral Source”), (iii) an amount equal to any Tax benefit, if any, actually recognized by the Indemnified Party (which shall include a party receiving payment) attributable to (A) such Loss, (B) any payment under a covenant pursuant to this Agreement, or (C) the expenses of a party that are borne by another party pursuant to this Agreement and (iv) any specific deduction made for such Loss as Net Debt or in each case net the calculation of Net Working Capital in the Closing Statement. The parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any Taxes imposed event that would reasonably be expected to, or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceedsdoes, cash receipts or sources of reimbursementgive rise thereto. The applicable Indemnified Party party seeking indemnification under this Article VIII shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any a Collateral Sources (to the extent such rights are capable of assignment)Source; provided provided, that the Indemnifying Party will then be responsible for pursuing such claim recovery at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) 8.2 or any payment under a covenant pursuant to this Article VII Agreement, or the expenses of a party that are borne by another party pursuant to this Agreement is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment. Buyer shall not make any claim for indemnification under this Article VIII to the extent of the amount of a Loss, or any payment under a covenant pursuant to this Agreement, or the expenses of a party that are borne by another party pursuant to this Agreement is included in the Net Debt in the Closing Statement. For the avoidance of doubt, any payment of the Section 75 Debt pursuant to Section 5.4(b)(2) shall be treated for purposes of this Section 8.5 as an indemnified Loss and Buyer shall pay, or cause to be paid, to Seller any Tax benefit actually recognized with respect to the Section 75 Debt at the time actually recognized, by Buyer or any of its Affiliates (including Crown UCP Ltd and Crown Massmould Ltd). If under the terms of this Agreement one party is liable to indemnify or reimburse another party the payment shall, if required by law, include an amount equal to any VAT thereon not otherwise recoverable by the other party, subject to that other party using all commercially reasonable efforts to recover such amount of VAT as may be practicable. For the avoidance of doubt, all indemnification payments due under this Article VIII shall be made in the currency in which the loss was incurred (except as specified below). For purposes of the Basket, Cap and other dollar denominated limitations on indemnification, foreign currencies shall be converted into U.S. dollars using the Spot Exchange Rate at which such foreign currencies are offered on the date on which an indemnification payment is made for U.S. dollars as reported in The Wall Street Journal on the day following the day on which payment is made. Notwithstanding the foregoing, the payment obligations of the Seller pursuant to Section 8.2(a)(vi) hereof shall be in Euros.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 Sections 8.2 or Section 7.2 8.8 shall be net of (ia) any amounts actually recovered by the applicable Indemnified Party with respect to such Loss pursuant to any indemnification by or indemnification agreement with any third party, and (iib) any insurance proceeds or other cash receipts or sources of reimbursement received actually recovered with respect to such Tax or Loss, Loss (each source named in clauses (a) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iib), a “Collateral Source”), (c) with respect to claims under Section 8.2(a)(i), any amounts paid by Seller pursuant to Section 8.8 with respect to such Loss and (d) accruals or reserves (or overstatement of liabilities in each case net respect of actual liability) included in the Financial Information or the Final Closing Working Capital Statement. In addition, the Indemnifying Party will have no liability in respect of any Taxes imposed Losses arising under Section 8.2(a)(i) or Section 8.1(b)(i), (i) except as otherwise provided in this Agreement, to the extent they arise or are incurred as a result of the passing of, or a change in, any law or administrative practice of a Governmental Authority after the Closing Date, (ii) if they would not have arisen but for any reasonable out-of-pocket costs incurred act, omission, transaction or arrangement carried out at the request of or consent of the Indemnified Party before Closing or (iii) if they would not have arisen solely but for any material voluntary act, omission, transaction or arrangement carried out after Closing by the Indemnified Party or any of the Indemnified Party’s respective directors, employees or agents or successors in connection with title other than in the collection ordinary course of such insurance proceeds, cash receipts or sources of reimbursementthe Business. The applicable Indemnified Party parties shall take and shall cause their Affiliates to take all reasonable steps to mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or does, give rise thereto, including incurring costs only to the extent reasonably necessary to remedy a breach that gives rise to the Loss and shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses collect amounts due from all Collateral Sources. The parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral Source hereunder. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, that the Indemnifying Party will then be responsible for pursuing such claim recovery at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) Sections 8.2 or this Article VII 8.8 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d)7.6, Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any accruals or reserves on the financial statements referenced in Section 3.6 or included in the determination of the Closing Date Working Capital, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, Loss (each Person named in clauses (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net and (iv) an amount equal to the present value of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of Tax benefit, if any, attributable to such insurance proceeds, cash receipts or sources of reimbursementLoss. The applicable Indemnified Party shall Purchaser agrees to use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 7.6, 8.2 or this Article VII 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 7.6, 8.2 or 8.3. Notwithstanding anything herein to the contrary, in no event shall “Losses” be calculated based upon any multiple of lost earnings or other similar methodology used to value the Business, the Purchased Assets, the Assumed Liabilities or the Conveyed Entities or based on the financial performance or results of operations of the Business, the Purchased Assets, the Assumed Liabilities or the Conveyed Entities.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.04 or Section 7.2 8.05 shall be net of (ia) any specific accruals or reserves on the Financial Statements referenced in Section 3.08, (b) any amount for which a reserve or accrual is included in final Closing Working Capital or which has been taken into account as a current liability for purposes of the calculation of the Final Purchase Price, (c) any amounts recovered by the applicable Indemnified Party (net of any 57 costs of investigation of the underlying claim and of collection) pursuant to any indemnification by or indemnification agreement with any third partyPerson (other than this Agreement), and (iid) any insurance proceeds or other cash receipts or sources (net of reimbursement any costs of investigation of the underlying claim and of collection and net of any Taxes arising as a result of the receipt of such insurance proceeds) received with respect to as an offset against such Tax or Loss, and (iiie) in any Tax benefit available to the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by Company or the Purchaser pursuant or any Affiliate thereof as a result of such Loss in or prior to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended year in which the Loss is claimed (the each such source of any such amounts recovery referred to in clause clauses (ic), (d) or and (iie), a “Collateral Source”), in each case net . In computing the amount of any Taxes imposed such Tax benefit, the indemnified party shall be deemed to recognize all other items of income, gain, loss, deduction or reasonable out-of-pocket costs incurred in connection with credit before recognizing any item arising from the collection incurrence or payment of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recoveryindemnified Loss. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.04 or this Article VII Section 8.05 is determined received after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determinationreceipt, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made receipt occurred at the time of such payment. Each Indemnified Party shall take commercially reasonable steps to mitigate any Losses as soon as reasonably practicable after such Indemnified Party becomes aware of any event which does, or could reasonably be expected to, give rise to any such Losses, and shall take commercially reasonable steps to recover such Losses from any Collateral Source.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 shall be net of (i) any amounts actually recovered by the applicable Indemnified Party (which shall include a party receiving payment) pursuant to any indemnification by or indemnification or other agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement actually received with respect to as an offset against such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed costs incurred to recover such amounts, proceeds or reasonable out-of-pocket costs receipts, such as deductibles, all handling and collection charges by any claims handler appointed by ED&F and Holdings and any increased premiums, including retroactive premium increases, associated with such recovery or the Tax actually incurred in connection with such amounts, proceeds or receipts), (iii) the collection value of any Tax benefit actually realized by the Indemnified Party as a result of such insurance proceedsLoss within five years following the incurrence of any such Loss; it being understood that if the Indemnified Party receives any Tax benefit in respect of any Loss after the Indemnified Party has been indemnified therefor by an Indemnifying Party, cash receipts or sources of reimbursement. The applicable the Indemnified Party shall use its commercially reasonable efforts promptly remit in cash the amount of such Tax benefit to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment)Party; provided that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate be required to use commercially reasonable efforts to obtain all amounts described in clauses (at i) - (iii) of this Section 10.5, and (iv) any amounts set forth, provided for or reserved against in the Indemnifying Party’s expense) with Merger Closing Balance Sheet, the Indemnifying Party to seek such recoveryStock Sale Closing Balance Sheet or the Financial Information. If under the terms of this Agreement one party is liable to indemnify or reimburse another party the payment shall, if required by law, include an amount equal to be netted hereunder from any payment required under Section 6.5(d) or this Article VII is determined after payment VAT thereon not otherwise recoverable by the Indemnifying Party other party, subject to that other party using all commercially reasonable efforts to recover such amount of any amount otherwise required to VAT as may be paid to an Indemnified Party pursuant to Section 6.5(d) or practicable. For the avoidance of doubt, all indemnification payments due under this Article VIIARTICLE X shall be made in the currency in which the loss was incurred (except as specified below). For purposes of the Basket, the Indemnified Party Cap and other dollar denominated limitations on indemnification, foreign currencies shall repay to be converted into U.S. dollars using the Indemnifying Party, promptly after exchange rate at which such determination, any amount that foreign currencies are offered on the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII had such determination been date on which an indemnification payment is made at for U.S. dollars as reported in The Wall Street Journal on the time of such paymentday following the day on which payment is made.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 or Section 7.2 Sections 8.2 shall be net of (ia) any amounts recovered available by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (iib) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to available as an offset against such Tax or Loss, Loss (each source named in clauses (a) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (iib), a “Collateral Source”), (c) accruals or reserves (or overstatement of liabilities in each case net respect of actual liability) included in the Financial Information, or in respect of accruals reflected in the Financial Information, the accrual therefor reflected on the internal accounting records of the Business as updated through and including the Closing Date, excluding those accruals in the Financial Information as updated in the internal accounting records of the Business for which the Seller has specifically indemnified the Buyer in Section 8.2(a)(iii), (iv), (v), (vi), (vii) and (viii). In addition, the Indemnifying Party shall have no liability in respect of any Taxes imposed such Losses (i) to the extent they arise or reasonable out-are incurred as a result of the passing of-pocket costs incurred , or a change in, any law or administrative practice of a Governmental Authority, (ii) if they would not have arisen but for any act, omission, transaction or arrangement carried out at the request of or consent of the Indemnified Party before the Closing or (iii) if they would not have arisen but for any voluntary act, omission, transaction or arrangement carried out after the Closing by the Indemnified Party or any of the Indemnified Party’s respective directors, employees or agents or successors in connection with title other than in the collection ordinary course of such insurance proceeds, cash receipts or sources of reimbursementthe Business as carried on at the Closing Date. The applicable Indemnified Party Parties shall use its commercially take and shall cause their Affiliates to take all reasonable efforts steps to seek recovery for such Taxes mitigate any Loss upon becoming aware of any event that would reasonably be expected to, or Losses from all does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy a breach that gives rise to the Loss. The Parties acknowledge and agree that no right of subrogation shall accrue or inure to the benefit of any Collateral SourcesSource hereunder. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, that the Indemnifying Party will then be responsible for pursuing such claim recovery at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any accruals or reserves included in the determination of the Closing Date Working Capital, (ii) any amounts recovered by the applicable Indemnified Party pursuant to any indemnification by by, or indemnification agreement with with, any third party, and (iiiii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, Loss (each Person named in clauses (ii) and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (i) or (ii), a “Collateral Source”), in each case net and (iv) an amount equal to the present value of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of anticipated Tax benefit attributable to such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral SourcesLoss. The Indemnifying Party Party, following its payment of the applicable indemnification amount pursuant to this Agreement, may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any Collateral Sources (pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment. Notwithstanding anything herein to the contrary, in no event shall “Losses” be calculated based upon any multiple of lost earnings or other similar methodology used to value the Business, the Purchased Assets, the Assumed Liabilities or the Conveyed Companies or based on the financial performance or results of operations of the Business, the Purchased Assets, the Assumed Liabilities or the Conveyed Companies.

Losses Net of Insurance, Etc. (a) The amount of any Losses or Tax or Loss for which indemnification is provided under Section 6.5(d)this ARTICLE X or ARTICLE IX, Section 7.1 or Section 7.2 as applicable, shall be net of (i) subject to Section 10.06(b), (A) any amounts actually recovered by the applicable Seller Indemnified Party Parties or the Buyer Indemnified Parties, as applicable, pursuant to any indemnification by or indemnification agreement with any third party, party and (iiB) any insurance proceeds or other cash receipts or sources of reimbursement received recovered with respect to such Losses or Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to in clause (iA) or (iiB), a “Collateral Source”), in each case net and (ii) without duplication of any Taxes imposed amounts payable pursuant to Section 9.03, any Tax benefit actually realized by the Indemnified Party or reasonable out-of-pocket its Affiliates in connection with such Losses or Tax in the year of such Losses or Tax or in any of the three (3) succeeding years (which amount shall be reduced by any Tax costs actually suffered by, and other costs and expenses actually incurred by, the Indemnified Party or its Affiliates in connection with the collection receipt or accrual of such insurance proceeds, cash receipts any indemnity payment and net of any applicable deductibles or sources of reimbursementretentions). The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral SourcesSources to the same extent as it would if such Losses were not subject to indemnification hereunder; provided, that, subject to the remaining provisions of this Section 10.06(a), the pendency of such recovery or the determination thereof shall not relieve or delay any obligation of the Seller to pay or indemnify the Buyer Indemnified Parties pursuant to this Agreement, except for in relation to Losses under Section 10.01(a)(iii) or Section 10.01(a)(iv). The Subject to Section 10.06(b), in the event that an insurance, indemnification or other recovery is actually received by any Indemnified Party with respect to any Losses or Tax for which any such Indemnified Party has been indemnified hereunder by an Indemnifying Party may require an and such insurance, indemnification or other recovery was not taken into account with respect to the indemnification that was made to the Indemnified Party, then a refund equal to the aggregate amount of the applicable indemnification payment made by such Indemnifying Party shall be paid to such Indemnifying Party within thirty (30) days of receipt of such insurance, indemnification or other recovery, which refund shall in no event exceed the amount of such insurance, indemnification or other recovery actually received by such Indemnified Party to assign to (less the Indemnifying full amount of any Tax costs or other costs and expenses actually incurred in connection with such recovery and net of any applicable deductibles or retentions). Each Party the rights to seek recovery from any Collateral Sources (waives, to the extent such rights are capable of assignment); provided that the Indemnifying Party will then be responsible for pursuing such claim at permitted under its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) or this Article VII is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determinationapplicable insurance policies, any amount subrogation rights that the Indemnifying Party would not its insurer may have had with respect to pay pursuant to Section 6.5(d) any indemnifiable Losses or this Article VII had such determination been made at the time of such paymentTaxes.

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.1 or Section 7.2 8.2 shall be net of (i) any amounts recovered by specific accruals or reserves on the applicable Indemnified Party pursuant to any indemnification by Financial Statements or indemnification agreement with any third partythe Working Capital Statement, and or (ii) any (A) insurance proceeds from any insurance policy the premiums of which shall not have been paid (1) prior to Closing by Purchaser or any of its Affiliates and (2) after the Closing by Purchaser, any of its Affiliates or the Business, (B) statutory compensation for illness or injury received by, or available to, any current or former employee or (C) other cash receipts or sources of reimbursement received with respect to as an offset against such Tax or Loss, and Loss (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AG, as amended (the source of any such amounts referred to each Person named in clause (i) or (ii), a “Collateral Source”), in each case net of any Taxes imposed or reasonable out-of-pocket costs incurred in connection with the collection of such insurance proceeds, cash receipts or sources of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts to seek recovery for such Taxes or Losses from all Collateral Sources. The Indemnifying Party may require an Indemnified Party to assign to the Indemnifying Party the rights to seek recovery from any a Collateral Sources (Source pursuant to the extent such rights are capable of assignment)preceding sentence; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party to seek such recovery. If the amount to be netted hereunder from any payment required under Section 6.5(d) Sections 8.1 or this Article VII 8.2 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment.. Any indemnity payment made pursuant to Article VIII shall be treated as an adjustment to the price paid by Purchaser for the relevant Conveyed Company or Purchased Assets for Tax purposes to the extent permitted under applicable law, unless a final determination with respect to the indemnified party or any of its Affiliates causes such payment to be treated other than as an adjustment to the purchase price for federal Income Tax purposes. Back to Contents

Losses Net of Insurance, Etc. The amount of any Tax or Loss for which indemnification is provided under Section 6.5(d), Section 7.1 8.2 or Section 7.2 8.3 shall be net of (i) any amounts recovered recovered, or reasonably expected to be recovered, by the applicable Indemnified Party pursuant to any indemnification by or indemnification agreement with any third party, and (ii) any insurance proceeds or other cash receipts or sources of reimbursement received with respect received, or reasonably expected to such Tax or Loss, and (iii) in the case of Purchaser Parent as the Indemnifying Party, any amounts recovered by the Purchaser pursuant to the Contribution Agreement, dated as of April 22, 2014, by and among Purchaser Parent, Purchaser and Novartis AGbe received, as amended an offset against such Loss (the each source of any such amounts recovery referred to in clause clauses (i) or and (ii), a “Collateral Source”), in each case and (iii) an amount equal to the realizable Tax benefit, if any, attributable to such Loss. Additionally, Buyer’s Losses (A) shall be net of any Taxes imposed accruals or reasonable out-of-pocket costs incurred reserves to the extent accrued or reserved for in connection with the collection Financial Statements, the Closing Date Balance Sheet or the Closing Date Working Capital calculation, and (B) shall not be duplicative of such insurance proceeds(1) any amount to the extent included as a liability in the Closing Date Working Capital, cash receipts (2) any adjustment included in the calculation of Closing Date Working Capital or sources (3) any Loss related to an adjustment that was the subject of reimbursement. The applicable Indemnified Party shall use its commercially reasonable efforts a dispute as to seek recovery for such Taxes or Losses from all Collateral Sourcesthe Closing Date Working Capital. The Indemnifying Party may may, as a condition of providing indemnification, require an Indemnified Party to assign to the Indemnifying Party the its rights to seek recovery from any Collateral Sources (to the extent such rights are capable of assignment)Sources; provided provided, however, that the Indemnifying Party will then be responsible for pursuing such claim at its own expense; provided. If the right to seek recovery from any such Collateral Source is not assigned, further, that the Indemnified Party shall cooperate (at the Indemnifying Party’s expense) with the Indemnifying Party use commercially reasonable efforts to seek recovery from such recoveryCollateral Source; provided that the costs incurred by the Indemnified Party in seeking such recovery may be deducted from any amounts recovered or received from such Collateral Source. If the amount to be netted hereunder in connection with a Collateral Source from any payment required under Section 6.5(d) 8.2 or this Article VII Section 8.3 is determined after payment by the Indemnifying Party of any amount otherwise required to be paid to an Indemnified Party pursuant to Section 6.5(d) or this Article VIIVIII, the Indemnified Party shall repay to the Indemnifying Party, promptly after such determination, any amount that the Indemnifying Party would not have had to pay pursuant to Section 6.5(d) or this Article VII VIII had such determination been made at the time of such payment, and any excess recovery from a Collateral Source shall be applied to reduce any future payments to be made by the Indemnifying Party pursuant to Section 8.2 or Section 8.3.