Common use of Notification of Claims; Conditions to Indemnification Obligations Clause in Contracts

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled to indemnification under this Section 11 will (a) promptly notify the indemnifying Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (b) cooperate with the indemnifying Party in the defense of such claim or suit, and (c) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party, or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, without the prior written consent of the indemnified Party. The indemnifying Party will have no liability under this Section 11 with respect to claims or suits settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Party.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled to indemnification under this Section 11 will Article 13 shall (a) promptly notify the indemnifying other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (b) cooperate with the indemnifying Party in the defense of such claim or suit, and (c) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will shall only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party, or which imposes obligations on the indemnified Party, Party other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, without the prior written consent of the indemnified Party. The indemnifying Party will have no liability under this Section 11 Article 13 with respect to claims or suits settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to a Company Indemnitee’s or a Transferee Indemnitee’s right to receive indemnification under this Section 11 will Article 10, such Indemnitee shall (a) promptly notify the indemnifying Party other party as soon as it becomes aware of a any Third Party claim or action suit for which indemnification may be sought pursuant heretohereunder, (b) cooperate reasonably cooperate, and cause the individual indemnitees to cooperate, with the indemnifying Party party in the defense defense, settlement, or compromise of such claim or suit, and (c) permit the indemnifying Party party to control the defense defense, settlement, or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that provided, however, the indemnified party shall have the right to join any defense with its own counsel at its own expense, or if the Party entitled to indemnification indemnifying party declines or fails to promptly notify assert its intention to defend such action within sixty (60) days of receipt/sending of notice under this Section 10.4, then the indemnifying Party pursuant indemnified party shall have the right, but not the obligation, to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by defend such failureaction. In no event, however, may the indemnifying Party party compromise or settle any claim or suit in a manner which that admits fault or negligence on the part of the indemnified Party, party (or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any indemnitee) without the prior written consent of the indemnified Partyparty. The indemnifying Party will party shall have no liability under this Section 11 Article 10 with respect to claims or suits settled or compromised by the indemnified party without the indemnifying party’s its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to a Party’s (or, as the case may be, a NovaMedica Indemnitee’s or a the Lithera Indemnitee’s) right to receive indemnification under this Section 11 will 10, it shall (a) promptly notify the indemnifying Party other party as soon as it becomes aware of a any Third Party claim or action suit for which indemnification may be sought pursuant heretohereunder, (b) cooperate reasonably cooperate, and make Commercially Reasonable Efforts to cause the individual indemnitees to cooperate, with the indemnifying Party party in the defense defense, settlement, or compromise of such claim or suit, and (c) permit the indemnifying Party party to control the defense defense, settlement, or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that provided, however, the indemnified party shall have the right to join any defense with its own counsel at its own expense, or if the Party entitled to indemnification indemnifying party declines or fails to promptly notify assert its intention to defend such action within sixty (60) days of receipt/sending of notice under this Section 10.4, then the indemnifying Party pursuant indemnified party shall have the right, but not the obligation, to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by defend such failureaction. In no event, however, may the indemnifying Party party compromise or settle any claim or suit in a manner which that admits fault or negligence on the part of the indemnified Party, party (or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any indemnitee) without the prior written consent of the indemnified Partyparty. The indemnifying Party will party shall have no liability under this Section 11 10 with respect to claims or suits settled or compromised by the indemnified party without its the indemnifying party’s prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to a Party’s (or, as the case may be, a Transferee Indemnitee’s or a the Company Indemnitee’s) right to receive indemnification under this Section 11 will Article 10, it shall (a) promptly notify the indemnifying Party other party as soon as it becomes aware of a any Third Party claim or action suit for which indemnification may be sought pursuant heretohereunder, (b) cooperate reasonably cooperate, and make Commercially Reasonable Efforts to cause the individual indemnitees to cooperate, with the indemnifying Party party in the defense defense, settlement, or compromise of such claim or suit, and (c) permit the indemnifying Party party to control the defense defense, settlement, or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that provided, however, the indemnified party shall have the right to join any defense with its own counsel at its own expense, or if the Party entitled to indemnification indemnifying party declines or fails to promptly notify assert its intention to defend such action within sixty (60) days of receipt/sending of notice under this Section 10.4, then the indemnifying Party pursuant indemnified party shall have the right, but not the obligation, to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by defend such failureaction. In no event, however, may the indemnifying Party party compromise or settle any claim or suit in a manner which that admits fault or negligence on the part of the indemnified Party, party (or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any indemnitee) without the prior written consent of the indemnified Partyparty. The indemnifying Party will party shall have no liability under this Section 11 Article 10 with respect to claims or suits settled or compromised by the indemnified party without its the indemnifying party’s prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to an Indemnitee’s right to receive indemnification under this Section 11 will ARTICLE 12, it shall: (a) promptly notify the indemnifying Party as soon as it becomes aware of a claim claim, suit or action proceeding for which indemnification may be sought pursuant hereto, provided, that any failure to so notify the indemnifying Party will not relieve the indemnifying Party from any liability that it may have to the indemnified Party under this ARTICLE 12 with respect to such claim or suit, except to the extent that the ability of the indemnifying Party to defend such claim or suit is materially prejudiced by the indemnified Party’s failure to give such notice; (b) cooperate reasonably cooperate, and cause the individual Indemnitees to reasonably cooperate, with the indemnifying Party in the defense defense, settlement or compromise of such claim or suit, ; and (c) permit the indemnifying Party to control the defense defense, settlement or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that if the . The Party entitled to indemnification fails to promptly notify the indemnifying Party controlling any claim or suit pursuant to this Section 12.4 shall consult with the foregoing clause (a), the indemnifying other Party will only be relieved on all material aspects of its indemnification obligation to the extent prejudiced by such failureclaim or suit. The non-controlling Party shall have a reasonable opportunity for meaningful participation in decision-making and formulation of defense strategy. The Parties shall reasonably cooperate with each other in all such claims and suits. In no event, however, may the indemnifying a Party settle or otherwise compromise or settle any claim or suit (A) in a manner which that imposes any obligation on the other Party or its Affiliate or that adversely affects or would reasonably be expected to adversely affect the other Party (including by admitting that any Somaxon Patent or New Technology is invalid or unenforceable or in a manner that admits fault or negligence on the part of the indemnified Party, or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any Indemnitee) without the prior written consent of the indemnified Indemnitee, which consent shall not be unreasonably withheld, delayed or conditioned, or (B) for which indemnification may be sought pursuant hereto without the other Party. The indemnifying Party will have no liability under this Section 11 with respect to claims or suits settled or compromised without its ’s prior written consent and the indemnified Party may not(such consent not to be unreasonably withheld, without the prior written consent of the indemnifying Party, compromise delayed or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconditioned).

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled to indemnification under this Section 11 will Article 13 shall (a) promptly notify the indemnifying other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (b) cooperate with the indemnifying Party in the defense of such claim or suit, and (c) permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will shall only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party, or which imposes obligations on the indemnified Party, Party other than financial obligations that are covered by the indemnifying Party’s 's indemnification obligation, without the prior written consent of the indemnified Party. The indemnifying Party will have no liability under this Section 11 Article 13 with respect to claims or suits settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled The Parties shall promptly notify each other in writing, or cause their respective Indemnified Parties to give notice in writing to the prospective indemnifying Party, of any Indemnified Losses with respect to which indemnification under this Section 11 will (a) promptly notify Agreement is sought, but failure to give such notice shall not affect the indemnifying Party’s obligations hereunder except to the extent it is actually damaged by such failure. Provided that the indemnifying Party as soon as it becomes aware agrees in writing to indemnify the other Party or its Indemnified Parties with respect to such Indemnified Losses, the Party or its Indemnified Party requesting indemnification shall permit the indemnifying Party to assume the defense of a claim or action for which such Indemnified Losses giving rise to the request, at the indemnifying Party’s sole expense. The Party and its Indemnified Party requesting indemnification may be sought pursuant hereto, (b) shall cooperate with the indemnifying Party in the such defense of such claim or suit, and (c) permit the indemnifying Party when reasonably requested to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by such failuredo so. In no event, however, may event shall the indemnifying Party compromise or settle any claim or suit Indemnified Loss in a manner which that admits fault or negligence on the part of the indemnified Party, or which imposes obligations on that would otherwise adversely affect any rights of the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, without the prior written consent of the indemnified Party. The indemnifying Party will shall have no liability under this Section 11 Article 9 with respect to claims or suits Indemnified Losses settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Party’s prior knowledge and express written consent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled (a) As a condition to a Party’s right to receive indemnification under this Section 11 will ‎Article 9 with respect to any Third Party Claim, it shall: (ai) promptly notify the indemnifying other Party as soon as it becomes aware of a claim or action Third Party Claim for which indemnification may be sought pursuant hereto, provided that the failure to give such notice will not relieve the indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices the indemnifying Party; (bii) cooperate cooperate, and cause the individual Indemnitees to cooperate, with the indemnifying Party in the defense defense, settlement or compromise of such claim or suit, Third Party Claim; and (ciii) permit the indemnifying Party to control the defense defense, settlement or compromise of such claim or suitThird Party Claim, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit Third Party Claim in a manner which admits fault or negligence on the part of the indemnified Party, Party or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any Indemnitee without the prior written consent of the indemnified Party. Each Party shall reasonably cooperate with the other Party and its counsel in the course of the defense of any such Third Party Claim, such cooperation to include using reasonable efforts to provide or make available documents, information and witnesses. In any such proceeding, the indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the indemnified Party unless (A) the indemnifying Party and the indemnified Party will have agreed to the retention of such counsel or (B) the named parties to any such proceeding (including any impleaded parties) include both the [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses of the Indemnified Party by application of the foregoing clause (A) or (B) will be reimbursed by the indemnifying Party as they are incurred. The indemnifying Party will shall have no liability under this Section 11 ‎Article 9 with respect to claims or suits any such Third Party Claims settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled (a) As a condition to a Party’s right to receive indemnification under this Section 11 will ‎Article 10 with respect to any Third Party Claim, as applicable, it shall: (ai) promptly notify the indemnifying other Party as soon as it becomes aware of a claim or action Third Party Claim for which indemnification may be sought pursuant hereto, provided that the failure to give such notice will not relieve the indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices the indemnifying Party; (bii) cooperate cooperate, and cause the individual Indemnitees to cooperate, with the indemnifying Party in the defense defense, settlement or compromise of such claim or suit, Third Party Claim; and (ciii) permit the indemnifying Party to control the defense defense, settlement or compromise of such claim or suitThird Party Claim (which control shall be assumed within [***] ([***]) after the indemnifying Party’s receipt of a notice of such Third Party Claim), including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit Third Party Claim in a manner which admits fault or negligence on the part of the indemnified Party, Party or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any Indemnitee without the prior written consent of the indemnified Party. Each Party shall reasonably cooperate with the other Party and its counsel in the course of the defense of any such Third Party Claim, such cooperation to include using reasonable efforts to provide or make available documents, information and witnesses. In any such proceeding, the indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the indemnified Party unless (A) the indemnifying Party and the indemnified Party will have agreed to the retention of such counsel or (B) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses of the indemnified Party by application of the foregoing clause ‎(A) or ‎(B) will be reimbursed by the indemnifying Party as they are incurred. The indemnifying Party will shall have no liability under this Section 11 ‎Article 10 with respect to claims or suits any such Third Party Claims settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to a Party’s right to receive indemnification under this Section 11 will Article 9, it shall (a) promptly notify the indemnifying other Party as soon as it becomes aware of a claim or action suit for which indemnification may be sought pursuant hereto; provided that the failure or delay to so notify the indemnifying Party shall not relieve the indemnifying Party of any obligation or liability that it may have to the Indemnified Party, except to the extent that the indemnifying Party demonstrates that its ability to defend or resolve such claim is adversely affected thereby, (b) cooperate cooperate, and cause the individual indemnitees to cooperate, with the indemnifying Party in the defense defense, settlement or compromise of such claim or suit, and (c) permit the indemnifying Party to control the defense defense, settlement or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party, Party or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any indemnitee without the prior written consent of the indemnified Party, such consent not to be unreasonably withheld, delayed or conditioned, it being understood that it would be reasonable for an indemnified Party to withhold such consent to any proposed settlement that leads to liability or imposes any financial obligation on the indemnified Party or any indemnitee for which such indemnified Party (or any indemnitee) is not entitled to indemnification hereunder, imposes any other obligation or restriction on the indemnified Party (or any indemnitee), or which includes an admission of wrongdoing or responsibility for the claim by the indemnified Party (or indemnitee). The indemnifying Party will shall have no liability under this Section 11 Article 9 with respect to claims or suits settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to an Indemnitee’s right to receive indemnification under this Section 11 will ARTICLE 12, it shall: (a) promptly notify the indemnifying Party as soon as it becomes aware of a claim claim, suit or action proceeding for which indemnification may be sought pursuant hereto, provided, that any failure to so notify the indemnifying Party will not relieve the indemnifying Party from any liability that it may have to the indemnified Party under this ARTICLE 12 with respect to such claim or suit, except to the extent that the ability of the indemnifying Party to defend such claim or suit is materially prejudiced by the indemnified Party’s failure to give such notice; (b) cooperate reasonably cooperate, and cause the individual Indemnitees to reasonably cooperate, with the indemnifying Party in the defense defense, settlement or compromise of such claim or suit, ; and (c) permit the indemnifying Party to control the defense defense, settlement or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that if the Party entitled to , other than a claim or suit for indemnification fails to promptly notify the indemnifying Party pursuant to Section 12.2(e) as to which Paladin shall in all circumstances be the foregoing clause (a), controlling Party. The Party controlling any claim or suit pursuant to this Section 12.4 shall consult with the indemnifying other Party will only be relieved on all material aspects of its indemnification obligation to the extent prejudiced by such failureclaim or suit. The non-controlling Party shall have a reasonable opportunity for meaningful participation in decision-making and formulation of defense strategy. The Parties shall reasonably cooperate with each other in all such claims and suits. In no event, however, may the indemnifying a Party settle or otherwise compromise or settle any claim or suit (A) in a manner which that imposes any obligation on the other Party or its Affiliate or that adversely affects or would reasonably be expected to adversely affect the other Party (including by admitting that any Somaxon Patent or New Technology is invalid or unenforceable or in a manner that admits fault or negligence on the part of the indemnified Party, or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any Indemnitee) without the prior written consent of the indemnified Indemnitee, which consent shall not be unreasonably withheld, delayed or conditioned, or (B) for which indemnification may be sought pursuant hereto without the other Party. The indemnifying Party will have no liability under this Section 11 with respect to claims or suits settled or compromised without its ’s prior written consent and the indemnified Party may not(such consent not to be unreasonably withheld, without the prior written consent of the indemnifying Party, compromise delayed or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconditioned).

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled 12.3.1 As a condition to a Party’s right to receive indemnification under this Section 11 will 12 (aIndemnification) with respect to any Third Party Claim, it will: (i) promptly notify the indemnifying other Party as soon as it becomes aware of a claim or action Third Party Claim for which indemnification may be sought pursuant hereto, provided that the failure to give such notice will not relieve the indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices the indemnifying Party; (bii) cooperate cooperate, and cause the individual indemnitees to cooperate, with the indemnifying Party in the defense defense, settlement or compromise of such claim or suit, Third Party Claim; and (ciii) permit the indemnifying Party to control the defense defense, settlement or compromise of such claim or suitThird Party Claim, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit Third Party Claim in a manner which admits fault or negligence on the part of the indemnified Party, Party or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any indemnitee without the prior written consent of the indemnified Party. Each Party will reasonably cooperate with the other Party and its counsel in the course of the defense of any such Third Party Claim, such cooperation to include using reasonable efforts to provide or make available documents, information and witnesses. In any such proceeding, the indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the indemnifying Party unless (A) the indemnifying Party and the indemnified Party will have agreed to the retention of such counsel or (B) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All ‑101‑ such fees and expenses of the indemnified Party by application of the foregoing clause (A) or (B) will be reimbursed by the indemnifying Party as they are incurred. The indemnifying Party will have no liability under this Section 11 12 (Indemnification) with respect to claims or suits any such Third Party Claims settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to a Party’s (or, as the case may be, a NovaMedica Indemnitee’s or a the Regado Indemnitee’s) right to receive indemnification under this Section 11 will 9, it shall (a) promptly notify the indemnifying Party other party as soon as it becomes aware of a any Third Party claim or action suit for which indemnification may be sought pursuant heretohereunder, (b) cooperate reasonably cooperate, and make Commercially Reasonable Efforts to cause the individual indemnitees to cooperate, with the indemnifying Party party in the defense defense, settlement, or compromise of such claim or suit, and (c) permit the indemnifying Party party to control the defense defense, settlement, or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that provided, however, the indemnified party shall have the right to join any defense with its own counsel at its own expense, or if the Party entitled to indemnification indemnifying party declines or fails to promptly notify assert its intention to defend such action within sixty (60) days of receipt/sending of notice under this Section 9.4, then the indemnifying Party pursuant indemnified party shall have the right, but not the obligation, to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by defend such failureaction. In no event, however, may the indemnifying Party party compromise or settle any claim or suit in a manner which that admits fault or negligence on the part of the indemnified Party, party (or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any indemnitee) without the prior written consent of the indemnified Partyparty. The indemnifying Party will party shall have no liability under this Section 11 6 with respect to claims or suits settled or compromised by the indemnified party without its the indemnifying party’s prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to a Party’s (or, as the case may be, a NovaMedica Indemnitee’s or a the Marinus Indemnitee’s) right to receive indemnification under this Section 11 will 10, it shall (a) promptly notify the indemnifying Party other party as soon as it becomes aware of a any Third Party claim or action suit for which indemnification may be sought pursuant heretohereunder, (b) cooperate reasonably cooperate, and make Commercially Reasonable Efforts to cause the individual indemnitees to cooperate, with the indemnifying Party party in the defense defense, settlement, or compromise of such claim or suit, and (c) permit the indemnifying Party party to control the defense defense, settlement, or compromise of such claim or suit, including without limitation the right to select defense counsel; provided that provided, however, the indemnified party shall have the right to join any defense with its own counsel at its own expense, or if the Party entitled to indemnification indemnifying party declines or fails to promptly notify assert its intention to defend such action within sixty (60) days of receipt/sending of notice under this Section 10.4, then the indemnifying Party pursuant indemnified party shall have the right, but not the obligation, to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by defend such failureaction. In no event, however, may the indemnifying Party party compromise or settle any claim or suit in a manner which that admits fault or negligence on the part of the indemnified Party, party (or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any indemnitee) without the prior written consent of the indemnified Partyparty. The indemnifying Party will party shall have no liability under this Section 11 6 with respect to claims or suits settled or compromised by the indemnified party without its the indemnifying party’s prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled to indemnification under this Section 11 will Article 13 shall (a) promptly notify the indemnifying other Party as soon as it becomes aware of a claim or action for which indemnification may be sought pursuant hereto, (b) cooperate with the indemnifying Party in the defense of such claim or suit, and (c) permit the indemnifying Party to control the defense of such claim 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 UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. or suit, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will shall only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnified Party, or which imposes obligations on the indemnified Party, Party other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, without the prior written consent of the indemnified Party. The indemnifying Party will have no liability under this Section 11 Article 13 with respect to claims or suits settled or compromised without its prior written consent and the indemnified Party may not, without the prior written consent of the indemnifying Party, compromise or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconsent.

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to an Indemnitee’s right to receive indemnification under this Section 11 will ARTICLE 13, it shall: (a) promptly notify the indemnifying Party as soon as it becomes aware of a claim or action suit for which indemnification may be sought pursuant hereto, provided that any failure to so notify the indemnifying Party will not relieve the indemnifying Party from any liability that it may have to such Indemnitee under this ARTICLE 13 with respect to such claim or suit, except to the extent that the ability of the indemnifying Party to defend such claim or suit is materially prejudiced by such Indemnitee’s failure to give such notice; (b) cooperate reasonably cooperate, and cause the individual Indemnitees to reasonably cooperate, with the indemnifying Party in the defense defence, settlement or compromise of such claim or suit, ; and (c) except as set forth in Section 9.5 with respect to Actions and Section 9.6 with respect to Third Party Actions, permit the indemnifying Party to control the defense defence, settlement or compromise of such claim or suit, including without limitation the right to select defense defence counsel; provided that if the . The Party entitled to indemnification fails to promptly notify the indemnifying Party controlling any claim or suit pursuant to this Section 13.5 shall consult with the foregoing clause (a), the indemnifying Party will only be relieved other Parties on all material aspects of its indemnification obligation to the extent prejudiced by such failureclaim or suit. The Parties shall reasonably cooperate with each other in all such claims and suits. In no event, however, may the indemnifying a Party settle or otherwise compromise or settle any claim or suit (A) in a manner which that imposes any obligation on an other Party or that adversely affects or would reasonably be expected to adversely affect an other Party (including by admitting that any Thera Europe Patent is invalid or unenforceable or in a manner that admits fault or negligence on the part of the indemnified Party, or which imposes obligations on the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligation, any Indemnitee) without the prior written consent of the indemnified Party. The indemnifying Party will have no liability under this Section 11 with respect to claims Indemnitee, which consent shall not be unreasonably withheld, delayed or suits settled conditioned, or compromised (B) for which indemnification may be sought pursuant hereto without its the other Parties’ prior written consent and the indemnified Party may not(such consent not to be unreasonably withheld, without the prior written consent of the indemnifying Party, compromise delayed or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconditioned).

Notification of Claims; Conditions to Indemnification Obligations. A Party entitled As a condition to a party’s right to receive indemnification under this Section 11 Article 8, it will (a) promptly notify the indemnifying Party other party in writing as soon as it becomes aware of a claim or action Claim for which indemnification may be sought pursuant heretohereunder, (b) cooperate cooperate, and cause the individual indemnitees to cooperate, with the indemnifying Party party in the defense defense, settlement or compromise of such claim or suitClaim, and (c) permit the indemnifying Party party to control the defense defense, settlement or compromise of such claim or suit[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE EXICURE, INC. HAS DETERMINED THAT SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Claim, including without limitation the right to select defense counsel; provided that if the Party entitled to indemnification fails to promptly notify the indemnifying Party pursuant to the foregoing clause (a), the indemnifying Party will only be relieved of its indemnification obligation to the extent prejudiced by such failure. In no event, however, may the indemnifying Party party compromise or settle any claim or suit Claim in a manner which that admits fault or negligence on the part of the indemnified Partyparty or any indemnitee, or which imposes obligations on that requires the indemnified Party, other than financial obligations that are covered by the indemnifying Party’s indemnification obligationparty or any indemnitee to pay any money or take any action, without the prior written consent of the indemnified Partyparty. The indemnifying Party party will have no liability under this Section 11 Article 8 with respect to claims or suits settled or compromised without its prior written consent, which consent and the indemnified Party may notwill not be unreasonably withheld, without the prior written consent of the indemnifying Party, compromise delayed or settle any claim or suit in a manner which admits fault or negligence on the part of the indemnifying Party, or which imposes obligations on the indemnified Partyconditioned.