Common use of Notice of Claim Clause in Contracts

Notice of Claim. The indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”).

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 11.1 or 11.2, as applicable (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) 11.1 or Section 13.2 (Indemnification by Licensee); provided11.2, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under clause 19, as applicable (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); providedclause 19, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. All indemnification claims provided for in Sections 9.6(a) and 9.6(b) will be made solely by such Party to this License Agreement (the “Indemnified Party”). The indemnified Indemnified Party will give promptly notify the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such the Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN9.6(a) or Section 13.2 (Indemnification by Licenseeand 9.6(b); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and estimated amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any LossesLosses and Third Party Claims. All indemnification claims in respect of a PartyCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”)AS AMENDED.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 15.1 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided15.1, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such Third Party Claim. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Lossesconnection with the Third Party Claim. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, The Indemnifying Party shall not be obligated to indemnify the “Indemnitees” and each an “Indemnitee”) will be made solely by such Indemnified Party to this Agreement (the “extent any admission or statement made by the Indemnified Party”)Party materially prejudices the defense of such Third Party Claim.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity hereunder (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); providedhereunder, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will shall the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such Third Party Claim. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Lossesconnection with the Third Party Claim. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, The Indemnifying Party shall not be obligated to indemnify the “Indemnitees” and each an “Indemnitee”) will be made solely by such Indemnified Party to this Agreement (the “extent any admission or statement made by the Indemnified Party”)Party materially prejudices the defense of such Third Party Claim.

Notice of Claim. All indemnification claims provided for in Section 11.6(a) and 11.6(b) will be made solely by such Party to this Agreement (the “Indemnified Party”). The indemnified Indemnified Party will give promptly notify the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such the Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN11.6(a) or Section 13.2 (Indemnification by Licensee11.6(b); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and estimated amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees Losses and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claims.

Notice of Claim. All indemnification claims in respect of any Indemnitee seeking indemnity under this Article 11 will be made solely by the corresponding Party seeking indemnity hereunder (the “Indemnified Party”). The indemnified Indemnified Party will shall give the indemnifying Party party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 11.1 or Section 13.2 (Indemnification by Licensee); provided11.2, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim Claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by the Indemnified Party in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under this Agreement will be made solely by the corresponding Party seeking indemnity under this ARTICLE 9 (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); providedthis ARTICLE 9, however, that the as applicable. The failure to give such prompt written notice will not shall not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that the Indemnifying Party is actually prejudiced as a result forfeits rights or defenses by reason of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by the Indemnified Party in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)claim.

Notice of Claim. The indemnified All indemnification claims in respect of a Sanofi Indemnitee or a Licensee Indemnitee shall be made solely by Sanofi or Licensee, as applicable (each of Sanofi or Licensee in such capacity, the “Indemnified Party” and the Party will give owing the indemnifying Party (indemnification obligation under this Agreement, the “Indemnifying Party”) ). The Indemnified Party shall give the Indemnifying Party prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 11.1 (Indemnification by POZENof Sanofi) or Section 13.2 11.2 (Indemnification by of Licensee); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will shall the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice other than in the event such delay materially prejudices the Indemnifying Party’s ability to defend the applicable claim. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees Losses and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claims.

Notice of Claim. All indemnification claims in respect of any Sanofi Indemnitee or Micromet Indemnitee seeking indemnity under Sections 14.1 or 14.2 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 14.1 or Section 13.2 (Indemnification by Licensee); provided14.2, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. The indemnified Party will (the “Indemnified Party”) shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 14.1 (Indemnification by POZEN) or Section 13.2 14.2 (Indemnification by Licensee); provided, however, that the failure to give such prompt written notice will shall not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will shall the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will shall be made solely by such Party to this Agreement (the “Indemnified Party”)Agreement. THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 8.1 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided8.1, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such Third Party Claim. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 14.1 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Third Party Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided14.1, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Third Party Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such Third Party Claim. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) * Confidential treatment requested. received by any Indemnitee in respect of any Lossesconnection with the Third Party Claim. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, The Indemnifying Party shall not be obligated to indemnify the “Indemnitees” and each an “Indemnitee”) will be made solely by such Indemnified Party to this Agreement (the “extent any admission or statement made by the Indemnified Party”)Party materially prejudices the defense of such Third Party Claim.

Notice of Claim. The indemnified Party intending to request indemnification under this Section 14 (the “Indemnified Party”) will give the indemnifying Party from which it seeks indemnification under this Section 14 (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses Third Party Claim or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 14.1 or Section 13.2 (Indemnification by Licensee)14.2; provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim Third Party Claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Third Party Claims or Losses. All indemnification claims in respect of a an Indemnified Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”).

Notice of Claim. All indemnification claims in respect of any Sanofi Indemnitee or RevMed Indemnitee seeking indemnity under Section 14.1 or Section 14.2 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 14.1 or Section 13.2 (Indemnification by Licensee); provided14.2, however, that the but failure to give such provide prompt written notice will not relieve the Indemnifying Party of from its indemnification obligation under this Agreement to indemnify the Indemnitee hereunder except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any such delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. The indemnified An Indemnified Party will shall give the indemnifying Indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under this Section 13.1 (an “Indemnification by POZEN) Claim Notice”). The failure of the Indemnified Party to deliver the Indemnification Claim Notice to the Indemnifying Party within a reasonable time after the Indemnified Party or Section 13.2 (Indemnification by Licensee); providedthe applicable Master Services Agreement indemnitee becomes aware of any such matter, howeverif prejudicial to the Indemnifying Party’s ability to defend such action, that shall relieve the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except liability to the Indemnified Party and only the indemnitees to the extent that the Indemnifying Party is actually materially prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from by any delay in providing receiving such noticeIndemnification Claim Notice. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such the Loss claimed (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Lossessuch Loss. All For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates or its or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will shall be made solely by such Party to this Agreement (the “Indemnified Party”)Agreement.

Notice of Claim. The indemnified All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) shall be made solely by such Party will to this Agreement (the “Indemnified Party”).The Indemnified Party shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 12.1 or Section 13.2 (Indemnification by Licensee)12.2; provided, however, that the failure to give such prompt written notice will shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will shall the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”).

Notice of Claim. All indemnification claims provided for in Sections 16.7(a) and 16.7(b) will be made solely by such Party to this CCPS Agreement (the “Indemnified Party”). The indemnified Indemnified Party will give promptly notify the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such the Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN16.7(a) or Section 13.2 (Indemnification by Licenseeand 16.7(b); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and CONFIDENTIAL TREATMENT REQUESTED BY BLUEBIRD BIO, INC. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED estimated amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees Losses and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claims.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 11.1 or 11.2, as applicable (collectively, the “Indemnitees” and each, an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) 11.1 or Section 13.2 (Indemnification by Licensee); provided11.2, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. All indemnification claims in respect of a Humacyte Indemnitee or a Supplier Indemnitee shall be made solely by Humacyte or Supplier, as applicable (each of Humacyte or Supplier in such capacity, the “Indemnified Party”). The indemnified Indemnified Party will shall give the indemnifying Party from whom indemnity is being sought (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses claim of Loss or discovery of fact facts upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 8.1 or Section 13.2 (Indemnification by Licensee); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice8.2. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Losses; provided that the Indemnified Party shall not be required to disclose legally privileged information unless and until reasonable procedures are in place to protect such privilege. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, A failure by the “Indemnitees” and each an “Indemnitee”) will be made solely by such Indemnified Party to give an Indemnification Claim Notice as required by this Agreement (Section 8.3.1 shall not limit the “Indemnified Party”)obligation of the Indemnifying Party under this Article 8, except to the extent such Indemnifying Party is actually prejudiced thereby.

Notice of Claim. All indemnification claims under Section 9.1 or 9.2, as applicable, will be made solely by the corresponding Party seeking indemnity (collectively, the “Indemnified Parties” and each an “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) 9.1 or Section 13.2 (Indemnification by Licensee); provided9.2, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice except to the extent that such delay actually prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnified Party in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 10.1.1 or 10.1.2, as applicable (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) 10.1.1 or Section 13.2 (Indemnification by Licensee); provided10.1.2, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. The indemnified An Indemnified Party will shall give the indemnifying Indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 19.1, 19.2 or 19.3 (an “Indemnification by POZEN) or Section 13.2 (Indemnification by LicenseeClaim Notice”); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will shall the Indemnifying Party be liable for any Losses Loss that result results from any delay in providing such noticethe Indemnification Claim Notice. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such the Loss claimed (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will shall furnish [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Lossessuch Loss. All For the avoidance of doubt, all indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectivelyeach, the “Indemnitees” and each an “Indemnitee”) will shall be made solely by such Party to this Agreement (the “Indemnified Party”)Agreement.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Sections 10.1 or 10.2, as applicable (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) Sections 10.1 or Section 13.2 (Indemnification by Licensee); provided10.2, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. All indemnification claims in respect of a Party, its Affiliates, or their respective directors, officers, employees, agents, Sublicensees and Third Party Subcontractors will be made solely by such Party to this Agreement (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery learning of fact the Third Party Claim upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 15.1 or Section 13.2 (Indemnification 15.2, as applicable, promptly after receipt by Licensee); provided, however, that such Indemnified Party of actual notice of the Third Party Claim. A delay or failure to give provide such prompt written notice will not relieve Indemnifying Party of its affect the indemnification obligation provided under this Agreement Section 15.1 or Section 15.2, as applicable, except and only to the extent that the Indemnifying Party is has been actually prejudiced as a result of such delay or failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees Losses and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claims.

Notice of Claim. The indemnified Party will shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) upon its receipt of facts of any Losses or the discovery of fact upon which such Indemnified indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); indemnification, provided, however, that the failure sole remedy of the indemnifying Party in the event such notice is delayed and prejudices its defense (and late receipt of notice shall not of itself prejudice defense) shall be not to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for indemnify any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Party will shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees employees, agents and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will consultants shall be made solely by such Party to this Agreement (the “Indemnified Party”). CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMMITTED INFORMATION.

Notice of Claim. The indemnified All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents shall be made solely by such Party will to this Agreement (“Indemnified Party”). Subject to Section ‎12.3 (Certain Indemnified Losses), the Indemnified Party shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Indemnified Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 this ‎Article 12 (Indemnification by POZEN) or Section 13.2 (Indemnification by LicenseeIndemnity; Limitations of Liability; Insurance); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will shall the Indemnifying indemnifying Party be liable for any Indemnified Losses that result to the extent such Indemnified Losses arise from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Indemnified Loss (to the extent that the nature and amount of such Indemnified Loss are is known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees Indemnified Losses and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claims.

Notice of Claim. All indemnification claims in respect of a Party, its Affiliates or its or their (sub)licensees or their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the “Indemnified Party”). The indemnified Indemnified Party will shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified indemnified Party intends to base a request for indemnification under Section 13.1 this Article 8 (Indemnification by POZEN) or Section 13.2 (Indemnification by LicenseeINDEMNITY); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will shall the Indemnifying indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. The indemnified Indemnified Party will shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees Losses and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claims.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 13.1 (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided13.1, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such Third Party Claim. Each Indemnification Claim Notice must contain a reasonably detailed description of the claim Third Party Claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Lossesconnection with the Third Party Claim. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, The Indemnifying Party shall not be obligated to indemnify the “Indemnitees” and each an “Indemnitee”) will be made solely by such Indemnified Party to this Agreement (the “extent any admission or statement made by the Indemnified Party”)Party materially prejudices the defense of such Third Party Claim.

Notice of Claim. The indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 11.1 or Section 13.2 (Indemnification by Licensee)11.2; provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”).

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 11.1 (collectively, the "INDEMNITEES" and each an "INDEMNITEE") will be made solely by the corresponding Party (the "INDEMNIFIED PARTY"). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying "INDEMNIFYING Party”") prompt written notice (an “Indemnification Claim Notice”"INDEMNIFICATION CLAIM NOTICE") of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided11.1, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such Third Party Claim. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Lossesconnection with the Third Party Claim. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, The Indemnifying Party shall not be obligated to indemnify the “Indemnitees” and each an “Indemnitee”) will be made solely by such Indemnified Party to this Agreement (the “extent any admission or statement made by the Indemnified Party”)Party materially prejudices the defense of such Third Party Claim.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 11.2 or 11.3, as applicable (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) 11.2 or Section 13.2 (Indemnification by Licensee); provided11.3, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”)Claim.

Notice of Claim. The indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will shall be made solely by such Party to this Agreement (the “Indemnified Party”). The Indemnified Party shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Third Party Claim or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 14.1 or Section 14.2; provided, however, that the failure to give such prompt written notice shall not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event shall the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the Third Party Claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The Indemnified Party shall furnish promptly to the Indemnifying Party copies of all papers and official documents received in respect of any Losses.

Notice of Claim. The indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 9.1 or Section 13.2 (Indemnification by Licensee)9.2; provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”).

Notice of Claim. All indemnification claims in respect of a Genzyme Indemnitee or a X4 Indemnitee shall be made solely by Genzyme or X4, as applicable (each of Genzyme or X4 in such capacity, the “Indemnified Party”). The indemnified Indemnified Party will shall give the indemnifying Indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. for indemnification under Section 13.1 (Indemnification by POZEN) 11.1 or Section 13.2 (Indemnification by Licensee); provided11.2, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will shall the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are is known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees Losses and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claims.

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under this Article 9 will be made solely by the corresponding Party seeking indemnity under this Article 9 (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or the discovery of any fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided, however, that the hereunder. The failure to give such prompt written notice will not shall not, however, relieve the Indemnifying Party of its indemnification obligation under this Agreement obligations, except and only to the extent that the Indemnifying Party is actually prejudiced as a result forfeits rights or defenses by reason of such failure. In no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss Losses (to the extent that the nature and amount of such Loss Losses are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by the Indemnified Party in respect of connection with any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by such Party to this Agreement (the “Indemnified Party”)third party claim.

Notice of Claim. The indemnified All indemnification claims in respect of a Party, its Affiliates, or their respective directors, officers, employees and agents shall be made solely by such Party will to this Definitive LRRK2 Agreement (“Indemnified Party”). Subject to Section 12.3 (Certain Indemnified Losses) above, the Indemnified Party shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Indemnified Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 this Article 12 (Indemnification by POZEN) or Section 13.2 (Indemnification by LicenseeIndemnity; Limitations of Liability; Insurance); provided, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will shall the Indemnifying indemnifying Party be liable for any Indemnified Losses that result to the extent such Indemnified Losses arise from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Indemnified Loss (to the extent that the nature and amount of such Indemnified Loss are is known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any LossesIndemnified Losses and Third Party Claims. All indemnification claims [***] Certain information in respect of a Party, its Affiliates or their respective directors, officers, employees this document has been omitted from this exhibit because it is both (i) not material and agents (collectively, the “Indemnitees” and each an “Indemnitee”ii) will would be made solely by such Party to this Agreement (the “Indemnified Party”)competitively harmful if publicly disclosed.

Notice of Claim. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (each, an “Indemnitee”) shall be made solely by the applicable Party (the “Indemnified Party”). The indemnified Indemnified Party will shall give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends to base a request for indemnification under Section 13.1 (Indemnification by POZEN) 12.1 or Section 13.2 (Indemnification by Licensee); provided12.2, however, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will shall the Indemnifying Party be liable for any Losses that result from any delay in providing such noticeIndemnification Claim Notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (Loss, to the extent that the nature and amount of such Loss are known at such time). The indemnified Indemnified Party will shall furnish promptly to the indemnifying Indemnifying Party copies of all papers and official documents received in respect of any Losses. All Third Party Claims. The obligations of an Indemnifying Party under this Section 12 with respect to Losses that are subject to indemnification claims as provided for in respect of Section 12.1 or 12.2 (a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, the “Indemnitees” and each an “IndemniteeThird Party Claim”) will shall be made solely governed by such Party to this Agreement (and be contingent upon the “Indemnified Party”).following additional terms and conditions:

Notice of Claim. All indemnification claims in respect of any indemnitee seeking indemnity under Section 13.1 or 13.2, as applicable (collectively, the “Indemnitees” and each an “Indemnitee”) will be made solely by the corresponding Party (the “Indemnified Party”). The indemnified Indemnified Party will give the indemnifying Party (the “Indemnifying Party”) prompt written notice (an “Indemnification Claim Notice”) of any Losses or discovery of fact upon and any legal proceeding initiated by a Third Party against the Indemnified Party as to which such the Indemnified Party intends to base make a request for indemnification under Section 13.1 (Indemnification by POZEN) or Section 13.2 (Indemnification by Licensee); provided13.2, howeveras applicable, that the failure to give such prompt written notice will not relieve Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. In but in no event will the Indemnifying Party be liable for any Losses that result from any delay in providing such noticenotice which materially prejudices the defense of such proceeding. Each Indemnification Claim Notice must shall contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss are known at such time). The indemnified Together with the Indemnification Claim Notice, the Indemnified Party will furnish promptly to the indemnifying Indemnifying Party copies of all papers notices and official documents (including court papers) received by any Indemnitee in respect of any Losses. All indemnification claims in respect of a Party, its Affiliates or their respective directors, officers, employees and agents (collectively, connection with the “Indemnitees” and each an “Indemnitee”) will be made solely by such Third Party to this Agreement (the “Indemnified Party”)Claim.