Common use of Procedure Clause in Contracts

Procedure. (a) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (aa “Claim Notice”) As between to the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expenseIndemnifying Party. If, within fifteen (15) days after the notice, pursuant to Section 8.1, The Claim Notice shall include a description in reasonable detail of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of basis for, and nature of, such claim, including the status of facts constituting the basis for such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; claim, and (ii) provide to the other estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party copies in connection with such claim. In the event of any documents relating claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to the Infringement Action promptly upon receipt from any which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorneyClaim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with the respect to such Third Party controlling such Infringement Action Claim to the extent reasonably possible, including joining that the Infringement Action if necessary or desirable, Indemnifying Party is prejudiced by such failure of the Non-controlling Indemnified Party’s expenses to be paid by controlling . The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of invoice. such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (cx) Licensee the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition agree to any other share compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license monetary damages which shall be considered as paid by the Indemnifying Party and includes a Sublicense, and must comply with release of the Indemnified Party from all Sublicensing requirement herein, and the Fair Market Value Liability in respect of such cross license Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be considered Sublicense Incomeunreasonably withheld, conditioned or delayed).

Procedure. If an Indemnified Party intends to claim indemnification under Article 10, the Indemnified Party shall notify the Indemnifying Party of any Loss in respect of which the Indemnified Party intends to claim such indemnification, and the Indemnifying Party shall assume the defense thereof with counsel mutually satisfactory to the Parties. Notwithstanding the prior sentence, if CDS is the Indemnifying Party based on a claim for indemnification by Alimera, then Alimera agrees to use CDS’ counsel as common counsel to the extent the Parties’ interests are aligned; provided that if the Parties’ interests diverge after they have used common counsel of CDS’ choosing, the common counsel may continue to represent CDS and not be subject to disqualification on account of the common representation. The failure to deliver notice to the Indemnifying Party within a reasonable time after the commencement of any such action, shall relieve such Indemnifying Party of liability to the Indemnified Party under Article 10 only to the extent that the delay adversely affects Indemnifying Party’s rights or ability to defend such claim or action, but the failure so to deliver notice to the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party otherwise than under Article 10. The Indemnified Party under Article 10 shall provide reasonable assistance to the Indemnifying Party and its legal representatives, at the Indemnifying Party’s expense, in the investigation of any action, claim or liability covered by this indemnification. The Indemnifying Party shall additionally be liable to pay the reasonable legal costs and attorneys’ fees incurred by the Indemnified Party in establishing its claim for indemnity. Except as provided in the last sentence of this Section 10.3, the indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any Loss if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be withheld unreasonably or delayed. Indemnifying Party shall not, without the written consent of Indemnified Party, settle or compromise any Loss or consent to the entry of any judgment with respect to any Loss (a) As between the Partiesthat does not release Indemnified Party from all liability with respect to such Loss or (b) which may materially adversely affect Indemnified Party or under which Indemnified Party would incur any obligation or liability, Licensee will have the first right other than one as to pursue any Infringement Action against which Indemnifying Party has an infringing Third Party at its own expenseindemnity obligation hereunder. IfIf Indemnifying Party, within fifteen ten (1510) days after of receiving notice of a Loss or such shorter period as may be necessary for submitting or filing a response, fails to assume the noticedefense of such Loss or fails to notify Indemnified Party that is assuming such defense, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai Indemnified Party shall have the rightright to assume the defense, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status compromise or settlement of such Infringement Action on a regular basis or as requested by Loss at the Party without primary control risk and expense of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Indemnifying Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. A Person entitled to indemnification under this Section 7.1 (aan “Indemnified Party”) As between shall give prompt written notification to the PartiesParty from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, Licensee will have the first right suit or proceeding relating to pursue any Infringement Action against an infringing a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this subsection shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionrespect thereto. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which consent shall not be unreasonably withheld. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 9. In case any proceeding (aincluding any governmental investigation) As between is instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 9, such Party (the Parties“Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, Licensee upon request of the Indemnified Party, will retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and will pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party will have the first right to pursue any Infringement Action against an infringing Third Party at retain its own expensecounsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel or (ii) 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. If, within fifteen (15) days after the notice, All such fees and expenses incurred pursuant to Section 8.1, 9.1 or 9.2 will be reimbursed as they are incurred. The Indemnifying Party will not be liable for any settlement of any suspected infringement proceeding unless effected with its written consent. The Indemnifying Party will not, without the written consent of the Indemnified Party, effect any settlement of any pending or Infringement Action, Licensee has elected not to initiate, defendthreatened proceeding in respect of which the Indemnified Party is, or otherwise resolve arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such Infringement Actionsettlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding. Notwithstanding anything to the contrary in the foregoing, then Mount Sinai with respect to any claim that is subject to the IP Indemnity Astellas shall have the right, but not right to control the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status defense of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide claim. In no event shall Ironwood settle any claim that is subject to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party IP Indemnity without control of an Infringement Action shall cooperate, at controlling PartyAstellas’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeconsent.

Procedure. The Party seeking indemnification under Sections 10.1 or 10.2 (athe “Indemnified Party”) As between shall promptly notify the Parties, Licensee will have other Party (the first “Indemnifying Party”) in writing of all matters which may give rise to the right to pursue indemnification hereunder; provided, however, that failure to promptly give the notice provided in this Section 10.3 shall not be a defense to the liability of the Indemnifying Party for such claim, unless the Indemnifying Party is prejudiced thereby. The Indemnified Party shall not admit any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defendliability with respect to, or otherwise resolve settle, compromise or discharge any such Infringement Action, then Mount Sinai matter covered by this Article 10. The Indemnifying Party shall have the right, with the consent of the Indemnified Party to settle all indemnifiable matters under this Article 10 related to claims by Third Parties which are susceptible to being settled, provided that no such consent of the Indemnified Party is required if the Indemnified Party is not required to make any admission of liability or is not financially compromised as a result of the settlement. In connection with any claim giving rise to indemnity under this Article 10 resulting from or arising out of any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party and an acknowledgement of its indemnity obligations hereunder, assume the defense of any such claim or legal proceeding. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall select counsel to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense (which costs and expenses shall not be applied against any indemnity limitation herein), shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in (but not control) the obligationdefense of any such action, to initiate, control, pursue, and/or defend such Infringement Action with its own counsel and at its own expense. , and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party does not assume (bor continue to diligently and competently prosecute) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies defense of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary claim or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, litigation resulting therefrom in accordance with Article 4 the terms hereof, the Indemnified Party may, at the Indemnifying Party’s reasonable expense, defend against such claim or litigation in addition such manner as it may deem appropriate, but may not settle such claim or litigation without the consent of the Indemnifying Party. The Indemnified Party will cooperate reasonably with the Indemnifying Party in its efforts to conduct or resolve such matters, including by making available to the Indemnifying Party relevant documents and witnesses. The Indemnified Party and the Indemnifying Party shall keep each other informed of all settlement negotiations with Third Parties and of the progress of any litigation with Third Parties. The Indemnified Party and the Indemnifying Party shall permit each other share of recoveries due reasonable access to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license books and records and shall be considered as a Sublicense, and must comply otherwise cooperate with all Sublicensing requirement herein, and the Fair Market Value reasonable requests of such cross license shall be considered Sublicense Incomeeach other in connection with any indemnifiable matter resulting from a claim by a Third Party.

Procedure. (a) As between In the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing event of a claim by a Third Party against any Person entitled to indemnification under this Agreement, the Party claiming indemnification (in such capacity, the “Indemnified Party”) shall promptly notify the other Party (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 13.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within *** after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its own expensesole expense and with counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. IfIf the Indemnifying Party does not undertake such defense, within fifteen (15) days after the noticeIndemnified Party shall control such defense. The Party not controlling such defense shall cooperate with the other Party and may, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own option and expense. , participate in such defense with counsel of its choice; provided, that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party (bor the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnified Party’s counsels may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to the indemnified Persons solely in connection therewith. The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies with respect thereto. Except if the Indemnifying Party did not undertake defense of the claim or if the Indemnifying Party and the Indemnified Party (or the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel, as provided above, the Indemnifying Party shall not be liable for any documents relating to litigation costs or expenses incurred by the Infringement Action promptly upon receipt from any Third Indemnified Party and/or, if practicable, prior to filing such documents; (iii) consult with without the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement ActionIndemnifying Party’s written consent. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement settle any such action, suit, proceeding or claim without the prior written consent of any Infringement Action that (i) restricts the scope ofIndemnifying Party, (ii) adversely affects the enforceability ofwhich shall not be unreasonably withheld, (iii) grants a license to, delayed or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaiconditioned. The Indemnifying Party shall not settle, without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if the settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicableproceeding or claim, in accordance with Article 4 in addition or consent to any other share judgment in respect thereof, that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement ActionIndemnified Party from all liability with respect thereto, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and that imposes any liability or obligation on the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party or that acknowledges fault by the Indemnified Party.

Procedure. Each Party will promptly notify the other Party in writing in the event it becomes aware of a Third Party claim, action or suit for which indemnification may be sought hereunder (aprovided that the failure to give such notice promptly will not prejudice the rights of an Indemnified Party, except to the extent that the failure to give such prompt notice materially adversely affects the ability of the Indemnifying Party to defend the claim, action or suit). In the event that any Third Party claim, action or suit is instituted against a Party in respect of which indemnity may be sought pursuant to this Article 12, promptly after such Party (the “Indemnified Party”) As between notifies the Partiesother Party (the “Indemnifying Party”) in writing, Licensee will the Indemnifying Party and the Indemnified Party shall meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall control the defense of such claim, action or suit. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim, action or suit, at the expense of the Indemnifying Party. In any such proceeding, the Indemnified Party shall also have the first right to pursue any Infringement Action against an infringing Third Party retain its own counsel at its own expense. IfThe Indemnifying Party shall not be liable for Losses or Third Party liabilities with respect to a claim, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement action or Infringement Action, Licensee has elected not to initiate, defend, suit settled or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested compromised by the Indemnified Party without primary control the Indemnifying Party’s prior written consent. No offer of settlement, settlement or compromise by the Infringement Action; (ii) provide to the other Indemnifying Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The shall be binding on an Indemnified Party without control of an Infringement Action shall cooperate, at controlling the Indemnified Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity(which consent shall not be unreasonably withheld or delayed), if unless such settlement fully releases the settlement of Indemnified Party without any Infringement Action includes granting a Sublicenseliability, Licensee shall pay loss, cost or obligation to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 10 (Indemnification), such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnified Party will cooperate fully with the Indemnifying Party in defense of such matter. 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) As between the Parties, Licensee Indemnifying Party and the Indemnified Party will have agreed to the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, retention of any suspected infringement such counsel or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform and the other Indemnified Party and representation of the status of such Infringement Action on a regular basis or as requested both Parties by the Party without primary control of the Infringement Action; (ii) provide same counsel would be inappropriate due to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing actual or potential differing interests between them. All such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; fees and (iv) consider any comments from the other Party regarding the Infringement Actionexpenses will be reimbursed as they are incurred. The Indemnifying Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses will not be liable for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a any settlement of any Infringement Action that (i) restricts proceeding effected without its written consent, but, if settled with such consent or if there is a final judgment for the scope ofplaintiff, (ii) adversely affects then the enforceability of, (iii) grants a license to, Indemnifying Party agrees to indemnify the Indemnified Party from and against any Liability by reason of such settlement or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaijudgment. The Indemnifying Party will not, without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if the effect any settlement of any Infringement Action includes granting a Sublicensepending or threatened proceeding in respect of which the Indemnified Party is, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Actionor could have been, a license granted as a non-revenue cross license shall be considered as a Sublicenseparty and indemnity could have been sought hereunder by the Indemnified Party, and must comply with unless such settlement includes an unconditional release of the Indemnified Party from all Sublicensing requirement herein, and liability on claims that are the Fair Market Value subject matter of such cross license shall be considered Sublicense Incomeproceeding.

Procedure. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (athe "Indemnified Party") As between shall given written notice thereof to the Partiesother party (the "Indemnitor") promptly (but in no event more than ten (10) days) after it learns of the existence of such claim or proceeding. Any claim for indemnification hereunder shall be accompanied by evidence demonstrating the Indemnified Party's right or possible right to indemnification, Licensee will including a copy of all supporting documents relevant thereto. The Indemnitor shall have the first right to pursue employ counsel reasonably acceptable to the Indemnified Party to defend against any Infringement Action such claim or proceeding, or to compromise, settle or otherwise dispose of the same; provided, however, that no settlement or compromise shall be effected without the consent of the Indemnified Party, which consent shall not be unreasonably withheld, and provided further that in the event the Indemnified Party does not consent to a bona fide offer of settlement made by a third party and the settlement involves only the payment of money, then the Indemnitor may, in lieu of payment of such settlement to such third party, pay such amount to the Indemnified Party. After the payment to the Indemnified Party, the Indemnitor shall have no further liability with respect to such claim or proceeding and the Indemnified Party shall assume full responsibility to defend the same. After notice from the Indemnitor to the Indemnified Party of its election to assume the defense of such claim or proceeding, the Indemnitor shall not be liable to the Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that the Indemnified Party shall have the right to employ counsel to represent it if, in the Indemnified Party's reasonable judgment, it is advisable for the Indemnified Party to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Indemnified Party. The parties will fully cooperate in any such action, making available to each other books or records for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against an infringing Third Party at its own expense. If, or settle such claim or proceeding within fifteen ten (1510) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party receiving notice of the status of claim or proceeding from the Indemnified Party (or such Infringement Action on a regular basis or shorter time specified in the notice as requested by the Party without primary control circumstances of the Infringement Action; matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor (ii) provide but subject to the other Party copies of any documents relating Indemnitor's right subsequently to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior contest through appropriate proceedings its obligation to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorneyprovide indemnification), with in any way which the Indemnified Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoicedeems in its best interest. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. A Person entitled to indemnification under this Section 9.1 (aan “Indemnified Party”) As between shall give prompt written notification to the PartiesParty from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, Licensee will have the first right suit or proceeding relating to pursue any Infringement Action against an infringing a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this subsection shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionrespect thereto. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which consent shall not be unreasonably withheld. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. A Party (athe "Indemnified Party") As between which intends to claim indemnification under this Article 12, shall promptly notify the Parties, Licensee will have other Party (the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15"Indemnifying Party") days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not Claim with respect to initiate, defend, or otherwise resolve which the Indemnified Party intends to claim such Infringement Action, then Mount Sinai indemnification. The Indemnifying Party shall have the rightright to assume the defense of such Claim with counsel selected by the Indemnifying Party; PROVIDED, but not HOWEVER, that the obligation, Indemnified Party shall have the right to initiate, control, pursue, and/or defend such Infringement Action at retain its own expense. (b) counsel and the fees and expenses shall be paid by the Indemnifying Party only if representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedings. The indemnity obligations under this Article 12 shall not apply to amounts paid in settlement of any Liability if such settlement is effected without the consent of the Indemnifying Party, which consent shall not be withheld unreasonably. The failure of the Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform to promptly notify the other Indemnifying Party of a potential Claim shall not constitute a waiver of, or result in the status of loss of, such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide Party's right to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orindemnification under this Section 12.3, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action except to the extent reasonably possible, including joining that the Infringement Action if necessary or desirable, Indemnifying Party's rights and/or its ability to defend such Claim is prejudiced by the Non-controlling Indemnified Party’s expenses 's failure to be paid by controlling notify the Indemnifying Party of such Claim within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement reasonable time after the commencement of any Infringement Action that (i) restricts action. The Indemnifying Party may not settle the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, action or (iv) provides any other settlement otherwise consent to an adverse judgment in such action that adversely affects diminishes the value rights or interests of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, the Indemnified Party without the prior express written consent of Mount Sinaithe Indemnified Party, which consent shall not be withheld unreasonably. For clarityThe Indemnified Party, if its employees and agents, shall cooperate fully with the settlement Indemnified Party and its legal representatives in the investigation of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales Claim covered by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeindemnification.

Procedure. (a) As between In order for an indemnified party under this Article 7 (an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement, such Indemnified Party shall, promptly following the Partiesdiscovery of the matters giving rise to any Loss, Licensee will notify the indemnifying party under this Article 7 (the “Indemnifying Party”) in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such prompt notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure (except that the first right Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to pursue any Infringement Action against an infringing Third give such notice). Thereafter, the Indemnified Party at its own expense. Ifshall deliver to the Indemnifying Party, within fifteen (15) days five Business Days after the noticeIndemnified Party’s receipt of such request, pursuant all information and documentation reasonably requested by the Indemnifying Party with respect to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseLoss. (b) If the indemnification sought pursuant hereto involves a claim made by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense of such Third Party Claim and, if it so chooses, to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party controlling shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any Infringement Action period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall use reasonable efforts to: have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will agree to any settlement, compromise or discharge of such Third Party Claim which the Indemnifying Party may recommend and which by its terms (i) inform obligates the other Indemnifying Party to pay the full amount of the status of liability in connection with such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope ofClaim, (ii) adversely affects includes a full release in favor of the enforceability ofIndemnified Party with respect to the Third Party Claim, does not include any admission of liability and contains reasonable provisions maintaining the confidentiality of the settlement, compromise or discharge, and (iii) grants does not impair the rights of the Indemnified Party. Whether or not the Indemnifying Party shall have assumed the defense of a license Third Party Claim, the Indemnified Party shall not admit any liability with respect to, or (iv) provides any other settlement action that adversely affects the value of this Agreement settle, compromise or any Exclusively Licensed Technical Information or related Licensed Productdischarge, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Third Party Claim without the Indemnifying Party’s prior written consent of Mount Sinai. For clarityconsent, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall which will not be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeunreasonably withheld or delayed.

Procedure. A party claiming indemnification under this Article VIII (athe “Asserting Party”) As between must promptly notify in writing the Partiesparty from which indemnification is sought (the “Defending Party”) of the nature and basis of such claim for indemnification. If such claim relates to a claim, Licensee will have litigation or other action by a third-party against Asserting Party, (“Third-Party Claim”), Defending Party may elect to assume the first right defense of the Third-Party Claim promptly after receipt of the notice referred to pursue any Infringement Action against an infringing Third Party above at its own expense. Ifexpense with counsel selected by Defending Party and reasonably satisfactory to Asserting Party; provided, however, that the Defending Party may not assume the defense of such Third Party Claim unless (i) the Defending Party gives written notice to the Asserting Party within fifteen (15) days after of receipt of the notice, pursuant to Section 8.1, claim notice that the Defending Party will indemnify the Asserting Party from and against the entirety of any suspected infringement or Infringement Actionand all Losses the Asserting Party ultimately suffers resulting from, Licensee has elected not to initiatearising out of, defendrelating to, in the nature of, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested caused by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope ofClaim, (ii) adversely affects the enforceability ofThird Party Claim involves only claims for monetary damages and does not seek an injunction or other equitable relief against the Asserting Party, (iii) grants the Asserting Party reasonably concludes, based upon advice of counsel that a license toconflict does not exist between the Asserting Party and the Defending Party in connection with the defense of the Third Party Claim, or (iv) provides the Third Party Claim does not relate to or otherwise arise in connection with taxes, any criminal or regulatory enforcement action or otherwise involve a claim by a governmental authority, (v) settlement of, an adverse judgment with respect to or the Defending Party’s conduct of the defense of the Third Party Claim is not, in the good faith judgment of the Asserting Party, likely to be adverse to the Asserting Party’s reputation or continuing business interests (including the Asserting Party’s relationships with current or potential customers, suppliers, payors, Tenant or other settlement action parties material to the conduct of the business of the Asserting Party) and (vi) the Defending Party conducts the defense of the Third Party Claim actively and diligently and in good faith. If Defending Party assumes the defense of the Third-Party Claim and diligently defends such Third-Party Claim, Defending Party shall not be liable for any fees and expenses of counsel for Asserting Party incurred thereafter in connection with the Third-Party Claim. To the extent required by applicable law, the Asserting Party shall act reasonably and in good faith in an effort to mitigate any Loss for which it is entitled to indemnification. Failure of the Asserting Party to promptly notify the Defending Party of a claim hereunder shall not waive the rights of the Asserting Party to indemnification hereunder, except to the extent that adversely affects the value Defending Party can demonstrate actual material loss or prejudice as a result of this Agreement such failure or delay. Defending Party shall not settle any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, Third Party Claim without the prior written consent of Mount Sinai. For claritythe Asserting Party, if the settlement of any Infringement Action includes granting a Sublicensewhich consent shall not be unreasonably withheld, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomeconditioned, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeor delayed.

Procedure. Promptly after the discovery by the Party seeking indemnification under Section 6.2 or 6.3 herein (the “Indemnified Party”) of any Loss, claim or breach, including any claim by a Third Party (a “Third Party Claim”) that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall give written notice to the Party against whom indemnity is sought (the “Indemnifying Party”); provided that, no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Indemnifying Party has been prejudiced thereby, and then only to such extent. The Indemnifying Party, upon request of the Indemnified Party, shall assume the defense of the Third Party Claim and retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnifying Party and the Indemnifying Party shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai Parties shall have mutually agreed to the rightretention of such counsel, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) the named parties to any such proceeding (including any impleaded parties) include the Parties and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (c) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently defend a Third Party Claim it has assumed per the Indemnified Party’s request. All such fees and expenses incurred pursuant to this Section 6.5 shall be reimbursed as they are incurred. In the event that the Indemnified Party assumes the defense of any Third Party Claim, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The Indemnifying Party controlling shall not be liable for any Infringement Action settlement of any proceeding unless affected with its written consent (which shall use reasonable efforts to: not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not, without the written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any Third Party Claim unless (a) such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding and (b) it would not result in (i) inform the other Party imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the status Indemnified Party or any of such Infringement Action on a regular basis its Affiliates with respect to the Compound, Product, or as requested by the Party without primary control any of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope ofPurchased Assets, (ii) adversely affects a finding or admission of a violation of Applicable Law or violation of the enforceability of, rights of any Person by the Indemnified Party or any of its Affiliates or (iii) grants a license toany monetary liability of the Indemnified Party arising from such Third Party Claim that shall not be promptly paid or reimbursed by the Indemnifying Party. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed ProductWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Procedure. (a) As between In the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing event of a claim by a Third Party at its own expense. Ifagainst any Person entitled to indemnification under this Agreement (in such capacity, within fifteen (15) days after the notice“Indemnified Party”), pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai the Indemnified Party shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform promptly notify the other Party (or the Foundation) (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 17.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. If the Indemnifying Party does not undertake such defense, the Indemnified Party shall control such defense. The Party (or the Foundation, as applicable) not controlling such defense shall cooperate with the other Party (or the Foundation, as applicable) and may, at its option and expense, participate in such defense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith. The Party (or the Foundation, if applicable) controlling such defense shall keep the other Party (or the Foundation, as applicable) advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to (or the Infringement Action promptly upon receipt from any Third Party and/orFoundation, if practicable, prior to filing such documents; (iiias applicable) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionrespect thereto. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Party without control of an Infringement Action shall cooperate, at controlling the Indemnifying Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the written consent. The Indemnified Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of settle any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. For clarityWithout the prior written consent of the Indemnified Party, if the settlement of Indemnifying Party shall not settle any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicableproceeding or claim, in accordance with Article 4 in addition or consent to any other share judgment in respect thereof, that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement ActionIndemnified Party from all liability with respect thereto, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and that imposes any liability or obligation on the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party or that acknowledges fault by the Indemnified Party.

Procedure. The Party intending to claim indemnification under this Article IX (aan “Indemnified Party”) As between shall promptly notify the Parties, Licensee will have other party (the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15“Indemnifying Party”) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement ActionClaim in respect of which the Indemnified Party intends to claim such indemnification, Licensee has elected not and the Indemnifying Party shall assume the defense thereof using defense counsel reasonably acceptable to initiatethe Indemnified Party; provided, defendhowever, or otherwise resolve such Infringement Actionthat if the Indemnifying Party assumes the defense, then Mount Sinai the Indemnified Party shall have the rightright to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but not the obligationfees and expenses of such counsel employed by the Indemnified Party shall be at the sole cost and expense of the Indemnified Party unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. (Notwithstanding the foregoing, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The no delay or deficiency on the part of the Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform in so notifying the other Indemnifying Party will relieve the Indemnifying Party of the status of such Infringement Action on a regular basis any liability or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) If the Indemnifying Party shall fail to assume the defense of and reasonably possible, including joining the Infringement Action if necessary or desirabledefend such Claim, the Non-controlling Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party’s expenses . The Indemnifying Party shall have the right to be paid by controlling settle such Claim; provided, that the Indemnifying Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without obtain the prior written consent (which shall not be unreasonably withheld or delayed) of Mount Sinai. For clarity, if the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless (a) there is no finding or admission of any Infringement Action includes granting a Sublicenseviolation of law or any violation of the rights of any Person by an Indemnified Party, Licensee shall pay to Mount Sinai royalties no requirement that the Indemnified Party admit negligence, fault or culpability, no requirement that the Indemnified Party take (or refrain from taking) any action and no adverse effect on any Net Sales other claims that may be made by such Sublicensee or against the Indemnified Party and a percentage (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party. Regardless of Sublicense Incomewho controls the defense, if applicablethe other Party shall reasonably cooperate in the defense as may be requested. Without limitation, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a SublicenseIndemnified Party, and must comply its directors, officers, advisers, agents and employees, shall cooperate fully with all Sublicensing requirement herein, the Indemnifying Party and its legal representatives in the Fair Market Value investigation and defense of such cross license shall be considered Sublicense Incomeany Claim.

Procedure. (a) As between If any party shall seek indemnification with respect to any Loss or potential Loss arising from a claim asserted by a third party (including a notice of Tax audit or request to waive or extend a statute of limitations applicable to any Tax) for which such party seeking indemnification (the Parties"Indemnified Party") is entitled to indemnification under this Article VIII, Licensee will have then the first right Indemnified Party shall promptly notify the other party (the "Indemnifying Party") in writing; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party (except to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant extent notice is not delivered prior to the expiration of the applicable expiration provision contained in Section 8.1, of ) shall relieve the Indemnifying Party from any suspected infringement or Infringement Action, Licensee has elected not obligation hereunder unless (and then solely to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not extent that) the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseIndemnifying Party is prejudiced thereby. (b) The An Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: will have the right to defend the Indemnified Party against the claim with counsel of its choice, reasonably satisfactory to the Indemnified Party, so long as (i) inform the other Indemnifying Party notifies the Indemnified Party in writing, within ten (10) days after the Indemnified Party has given notice of the status of such Infringement Action on a regular basis or as requested by claim, that the Indemnifying Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action will satisfy its indemnification obligations to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope ofrequired under this Article VIII, (ii) adversely affects the enforceability ofIndemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the claim and to fulfill its indemnification obligations hereunder, (iii) grants a license tothe claim involves only money damages and does not seek injunctive or other equitable relief, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Productof, or includes admission an adverse judgment with respect to, the claim is not, in the reasonable and good faith judgment of fault the Indemnified Party, likely to establish a precedential custom or wrongdoing on behalf practice or result in an outcome that is materially adverse to the continuing business interests of Mount Sinaithe Indemnified Party and (v) the Indemnifying Party conducts the defense of the claim actively, diligently and completely. So long as the Indemnifying Party is conducting the defense of the claim in accordance with this Section 8.5(b), (x) the Indemnified Party may participate in the defense of the claim through separate co-counsel, but the retention of any such separate counsel shall be at the sole cost and expense of the Indemnified Party; provided, however, if the named Persons to a lawsuit or other legal action include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to separate counsel of its own choosing, (y) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the claim without the prior written consent of Mount Sinai. For claritythe Indemnifying Party, if which consent shall not be unreasonably withheld or delayed and (z) the settlement Indemnifying Party will not consent to the entry of any Infringement Action includes granting a Sublicensejudgment or enter into any settlement with respect to the claim without the prior written consent of the Indemnified Party, Licensee which consent shall pay not be unreasonably withheld or delayed. (c) In the event any of the conditions of Section 8.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against, and consent to Mount Sinai royalties on the entry of any Net Sales judgment or enter into any settlement with respect to, the claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) subject to Section 8.4, the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the claim (including attorneys' fees and expenses reasonably incurred), and (iii) the Indemnifying Party will remain responsible to indemnify the Indemnified Party to the extent required under this Article VIII. (d) The parties to this Agreement shall execute such powers of attorney as may be necessary or appropriate to permit participation of counsel selected by such Sublicensee and a percentage of Sublicense Incomeany party hereto and, if applicable, in accordance with Article 4 in addition as may be reasonably related to any other share of recoveries due such claim, shall provide access to Mount Sinai under this Section. For the purposes of settling an Infringement Actioncounsel, a license granted as a non-revenue cross license shall be considered as a Sublicenseaccountants, and must comply other Representatives of each party during normal business hours and with prior notice to all Sublicensing requirement hereinproperties, personnel, books, tax records, Contracts, commitments and the Fair Market Value all other business records of such cross license shall other party and will furnish to such other party at such other party's sole expense copies of all documents as may reasonably be considered Sublicense Incomerequested (certified if requested).

Procedure. (a) As between The person intending to claim indemnification under this Section 10 (an “Indemnified Party”) shall promptly notify the Parties, Licensee will have other party (the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15“Indemnifying Party”) days after the notice, pursuant to Section 8.1, of any suspected infringement Claim in respect of which the Indemnified Party intends to claim such indemnification, and a reasonable explanation of the basis for the Claim and the amount of alleged Losses to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or Infringement Actiondeficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) The Indemnifying Party shall assume the defense thereof whether or not such Claim is rightfully brought; provided, Licensee has elected not to initiatehowever, defendthat if the Indemnifying Party assumes the defense, or otherwise resolve such Infringement Action, then Mount Sinai the Indemnified Party shall have the rightright to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but not the obligationfees and expenses of such counsel employed by the Indemnified Party shall be at the sole cost and expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to initiate, control, pursue, and/or assume the defense of and reasonably defend such Infringement Action at its own expenseClaim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party. (b) The Indemnifying Party controlling shall not be liable for the indemnification of any Infringement Action Claim settled (or resolved by consent to the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall use reasonable efforts to: control the defense of any such Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless (i) inform the other Party there is no finding or admission of any violation of law or any violation of the status lights of such Infringement Action any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on a regular basis any other claims that may be made by or as requested by against the Indemnified Party without primary control of the Infringement Action; and (ii) provide the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not require the Indemnified Party to the other Party copies of take (or refrain from taking) any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee Regardless of who controls the defense, the other party hereto shall not enter into a settlement reasonably cooperate m the defense as may be requested. Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeClaim.

Procedure. (a) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.19.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the . Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or Patents related to a Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. (a) As between Upon the Partiesthreat or filing of any Third Party Claim, Licensee will the Indemnified Party shall promptly notify the Indemnifying Party thereof and shall give information and reasonable assistance in the defense or settlement of such Third Party Claim, and the Indemnifying Party shall have the first right to pursue any Infringement Action against an infringing to, at its own cost, handle and control the defense of such Third Party Claim, except as expressly provided herein; provided, however, that if the Indemnifying Party exercises its right to, at its own cost, handle and control the defense of a Third Party Claim, then the Indemnified Party may, at its own expense, retain such additional attorneys as it may deem necessary. IfThe Indemnified Party’s attorneys will be permitted by the Indemnifying Party and their attorneys to reasonably observe the defense of such Third Party Claim, within fifteen (15) days and the Indemnifying Party shall keep such Indemnified Party informed of actions taken in respect thereof. The Indemnifying Party shall have the right, after consultation with the noticeIndemnified Party, pursuant to Section 8.1resolve and settle any such Third Party Claim; provided that, in no event may the Indemnifying Party compromise or settle any such Third Party Claim in a manner which admits fault or negligence on the part of any suspected infringement Indemnified Party or Infringement Action, Licensee includes injunctive relief or includes the payment of money or other property by any Indemnified Party or diminishes or has elected not to initiate, defend, a material adverse effect on the rights or otherwise resolve interests of any Indemnified Party without the prior written consent of each such Infringement ActionIndemnified Party. If a settlement contains an absolute waiver of liability for the Indemnified Party, then Mount Sinai the Indemnified Party’s consent shall be deemed given. Notwithstanding anything to the contrary, in the event that Receptos is the Indemnifying Party and AbbVie is the Indemnified Party with respect to a given Third Party Claim for which the reasonably foreseeable Losses exceed the resources of Receptos and its Affiliates (an “Exceptional Claim”), then AbbVie shall handle and control the defense of such Exceptional Claim and shall have the right to resolve and settle such Exceptional Claim on terms acceptable to AbbVie and with the consent of Receptos. Receptos shall remain the Indemnifying Party for an Exceptional Claim in all other respects, including but not limited to with regard to liability for Losses; provided, however, that AbbVie shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party sole discretion, to elect to pay some, all, or none of the status of such Infringement Action on a regular basis Losses incurred or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult rendered in connection with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoiceExceptional Claim. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. The Party seeking indemnification (aindividually, the “Indemnified Party”), shall promptly notify the other Party (the “Indemnifying Party”) As between in writing of the PartiesClaim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, Licensee the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that (i) the Indemnified Party will have the first right to pursue participate in the defense of any Infringement Action against an infringing Third such Claim at its own cost and expense, (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld or delayed; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai The Indemnified Party shall have the right, but not the obligationat its election, to initiate, control, pursue, and/or defend release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Infringement Action at its own expense. (b) The Claim and assume the complete defense of the same in return for payment by the Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform to the other Indemnified Party of the status amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Infringement Action on a regular basis Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or as requested other expenses subsequently incurred by the Indemnified Party without primary in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the Infringement Action; (ii) provide defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense at the other Party copies Indemnifying Party’s own cost and expense, and will not settle or otherwise dispose of any documents relating to of the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, same without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.Indemnifying Party

Procedure. (a) As between In order for an Indemnified Party under this Article 8 (an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement, the PartiesIndemnified Party will, Licensee within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying party under this Article 8 (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of the Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of the first right failure. Thereafter, the Indemnified Party will deliver to pursue any Infringement Action against an infringing Third Party at its own expense. Ifthe Indemnifying Party, within fifteen (15) days a reasonable period of time after the noticeIndemnified Party’s receipt of such request, pursuant all information, records and documentation reasonably requested by the Indemnifying Party with respect to Section 8.1such Losses. The Indemnifying Party shall control all litigation reflecting to the indemnification. Without limiting the foregoing, the Indemnified Party shall control choice of any suspected infringement or Infringement Actioncounsel, Licensee has elected not staffing, and all decisions to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have be made with the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenselitigation. (b) The If the indemnification sought pursuant hereto involves a claim made by a non-party against the Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform a “Non-Party Claim”), the other Indemnifying Party of will be entitled to participate in the status defense of such Infringement Action on a regular basis or as requested Non-Party Claim and, if it so chooses, to assume the defense of such Non-Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party without primary control so elect to assume the defense of a Non-Party Claim, the Infringement Action; (ii) provide Indemnifying Party will not be liable to the other Indemnified Party copies of for any documents relating to legal expenses subsequently incurred by the Infringement Action promptly upon receipt from any Third Indemnified Party and/or, if practicable, prior to filing such documents; (iii) consult in connection with the other defense thereof. If the Indemnifying Party regarding assumes such defense, the advisability of any contemplated course of action; and (iv) consider any comments from the other Indemnifying Party regarding the Infringement Actionwill control such defense. The Indemnifying Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other expenses for than during any period in which the non-controlling Party’s attorney), with the Indemnified Party controlling such Infringement Action will have failed to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, give notice of the Non-controlling Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Non-Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s expenses request) the provision to the Indemnifying Party of records and information, which are reasonably relevant to such Non-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Non-Party Claim, the Indemnifying Party will seek the approval of the Indemnified Party (not to be paid unreasonably withheld) to any settlement, compromise or discharge of such Non-Party Claim the Indemnifying Party may recommend and which by controlling its terms obligates the Indemnifying Party within thirty (30) days to pay the full amount of invoice. (c) Licensee shall the liability in connection with such Non-Party Claim. Whether or not enter into the Indemnifying Party will have assumed the defense of a settlement of Non-Party Claim, the Indemnified Party will not admit any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license liability with respect to, or (iv) provides any other settlement action that adversely affects the value of this Agreement settle, compromise or any Exclusively Licensed Technical Information or related Licensed Productdischarge, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Non-Party Claim without the Indemnifying Party’s prior written consent consent). The Indemnifying Party shall reimburse upon demand, all reasonable costs and expenses incurred by the Indemnified Party in cooperation with the defense or prosecution of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a nonNon-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeParty Claim.

Procedure. (a) As between Following the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, discovery of any suspected infringement facts or Infringement Action, Licensee has elected not conditions which could reasonably be expected to initiate, defend, give rise to either Buyer’s Damages or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirableSellers’ Damages, the Non-controlling party seeking indemnification under this Section 14 (the “Indemnified Party’s expenses to be paid by controlling Party ”) shall, within thirty (30) days thereafter, provide written notice to the party from whom indemnification is sought (the “Indemnifying Party”), specifying the factual basis of invoicethe claim in reasonable detail to the extent then known by the party seeking indemnification (“Indemnification Notice”); provided that the failure to give such notice in such time period shall not relieve the Indemnifying Party of its obligations except to the extent it can show prejudice from such failure. (b) If any Indemnified Party receives notice of any matter involving a third party which, if sustained, could give rise to a claim for indemnification hereunder (a “Third Party Claim”), the Indemnified Party shall within the time specified in Section 14.05(a) above, provide written notice to the Indemnifying Party of such matter setting forth with reasonable specificity the facts and circumstances as to which such party has received notice; provided, however, that the Indemnified Party shall in any event give written notice to the Indemnifying Party within such period of time as shall be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided further, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is thereby prejudiced. (c) Licensee Within ninety (90) days after the notice described in Section 14.05(b) above is received from the Indemnified Party, or such shorter period as is required to avoid prejudice in any claim, suit or proceeding, the Indemnifying Party shall have the right to assume and thereafter conduct the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; provided further, however, that the Indemnifying Party may not consent to the entry of any judgment or enter into a any settlement of any Infringement Action that (i) restricts with respect to the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, Third Party Claim without the prior written consent of Mount Sinaithe Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless the judgment or proposed settlement involves only the payment of money damages, resolves the claim entirely, and does not impose an injunction or other equitable relief upon the Indemnified Party. For clarityThe Indemnified Party, if at its option and expense, shall have the settlement right to participate in any defense undertaken by the Indemnifying Party with legal counsel of its own selection. (d) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 14.05(c) above, the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate. (e) In no event shall the Indemnified Party consent to the entry of any Infringement Action includes granting judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). (f) The Indemnified Party and the Indemnifying Party may agree in writing, at any time, as to the existence and amount of a SublicenseThird Party Claim, Licensee shall pay to Mount Sinai royalties on any Net Sales by and, upon the execution of such Sublicensee and a percentage of Sublicense Incomeagreement, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license such Third Party Claim shall be considered as a Sublicensedeemed established. (g) The Indemnified Party shall provide all information and assistance reasonably requested by the Indemnifying Party in order to evaluate any Third Party Claim and affect any defense, and must comply compromise or settlement thereof. (h) The provisions of this Section 14.05 shall apply to the conduct of any Tax Contest only to the extent they do not conflict with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeprovisions set forth in Section 11.03.

Procedure. If any Proceeding arises as to which a right of indemnification provided in this Article XII applies, the Person seeking indemnification (athe "Indemnified Party"), shall within twenty (20) As between days notify the Partiesparty obligated under this Article XII to indemnify the Indemnified Party (the "Indemnifying Party"), Licensee thereof in writing, except to the extent that such failure to notify within 20 days does not prejudice the Indemnifying Party's ability to defend or contest any such Proceeding, and allow the Indemnifying Party and its insurers to assume direction and control of the defense against such Proceeding, at its sole expense, including the settlement thereof at the sole option of the Indemnifying Party or its insurers; provided, however, that the Indemnifying Party may not enter into any compromise or settlement without the prior written consent of the Indemnified Party unless such compromise or settlement includes as an unconditional term thereof the giving by each plaintiff or claimant to the Indemnified Party of a release from all liability in respect of such claim and only if such compromise or settlement does not include any admission of legal wrongdoing on the part of the Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party and its insurer in the disposition of any such matter and the Indemnified Party will have the first right and option to pursue participate in (but not control) the defense of any Infringement Action against an infringing Third Party Proceeding as to which this Article VI applies, with separate counsel at its own expenseelection and cost. If, within fifteen (15) days after If the notice, pursuant Indemnifying Party fails or declines to Section 8.1, assume the defense of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party Proceeding within thirty (30) days after notice thereof, the Indemnified Party may assume the defense thereof for the account and at the risk of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount SinaiIndemnifying Party. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee The Indemnifying Party shall pay promptly to Mount Sinai royalties on the Indemnified Party any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition Damages to any other share of recoveries due to Mount Sinai which the indemnity under this Section. For the purposes of settling an Infringement ActionArticle XII applies, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeincurred.

Procedure. Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 11 (Indemnification), such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnified Party will cooperate fully with the Indemnifying Party in defense of such matter. 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) As between the Parties, Licensee Indemnifying Party and the Indemnified Party will have agreed to the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, retention of any suspected infringement such counsel or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform and the other Indemnified Party and representation of the status of such Infringement Action on a regular basis or as requested both Parties by the Party without primary control of the Infringement Action; (ii) provide same counsel would be inappropriate due to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing actual or potential differing interests between them. All such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; fees and (iv) consider any comments from the other Party regarding the Infringement Actionexpenses will be reimbursed as they are incurred. The Indemnifying Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses will not be liable for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a any settlement of any Infringement Action that (i) restricts proceeding effected without its written consent, but, if settled with such consent or if there is a final judgment for the scope ofplaintiff, (ii) adversely affects then the enforceability of, (iii) grants a license to, Indemnifying Party agrees to indemnify the Indemnified Party from and against any Liability by reason of such settlement or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaijudgment. The Indemnifying Party will not, without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if the effect any settlement of any Infringement Action includes granting a Sublicensepending or threatened proceeding in respect of which the Indemnified Party is, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Actionor could have been, a license granted as a non-revenue cross license shall be considered as a Sublicenseparty and indemnity could have been sought hereunder by the Indemnified Party, and must comply with unless such settlement includes an unconditional release of the Indemnified Party from all Sublicensing requirement herein, and liability on claims that are the Fair Market Value subject matter of such cross license shall be considered Sublicense Incomeproceeding.

Procedure. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (athe "Indemnified Party") As between shall give written notice thereof to the Partiesother party (the "Indemnitor") promptly (but in no event more than ten (10) days) after it learns of the existence of such claim or proceeding. Any claim for indemnification hereunder shall be accompanied by evidence demonstrating the Indemnified Party's right or possible right to indemnification, Licensee will including a copy of all supporting documents relevant thereto. The Indemnitor shall have the first right to pursue employ counsel reasonably acceptable to the Indemnified Party to defend against any Infringement Action such claim or proceeding, or to compromise, settle or otherwise dispose of the same; provided, however, that no settlement or compromise shall be effected without the consent of the Indemnified Party, which consent shall not be unreasonably withheld, and provided further that in the event the Indemnified Party does not consent to a bona fide offer of settlement made by a third party and the settlement involves only the payment of money, then the Indemnitor may, in lieu of payment of such settlement to such third party, pay such amount to the Indemnified Party. After the payment to the Indemnified Party, the Indemnitor shall have no further liability with respect to such claim or proceeding and the Indemnified Party shall assume full responsibility to defend the same. After notice from the Indemnitor to the Indemnified Party of its election to assume the defense of such claim or proceeding, the Indemnitor shall not be liable to the Indemnified Party under this paragraph for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that the Indemnified Party shall have the right to employ counsel to represent it if, in the Indemnified Party's reasonable judgment, it is advisable for the Indemnified Party to be represented by separate counsel, and in that event the fees and expenses of such separate counsel shall be paid by the Indemnified Party. The parties will fully cooperate in any such action, making available to each other books or records for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against an infringing Third Party at its own expense. If, or settle such claim or proceeding within fifteen ten (1510) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party receiving notice of the status of claim or proceeding from the Indemnified Party (or such Infringement Action on a regular basis or shorter time specified in the notice as requested by the Party without primary control circumstances of the Infringement Action; matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor (ii) provide but subject to the other Party copies of any documents relating Indemnitor's right subsequently to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior contest through appropriate proceedings its obligation to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorneyprovide indemnification), with in any way which the Indemnified Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoicedeems in its best interest. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. (a) As between 21.3.1. In the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing event of a Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement ActionClaim, then Mount Sinai the Indemnified Party shall promptly notify the Indemnifying Party thereof in writing after becoming aware of such Third Party Claim; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless (and then only to the extent that) the Indemnifying Party is actually and materially prejudiced thereby. Such notice shall set out in reasonable detail the basis of the claim (including, if applicable, the representation, warranty or covenant alleged to have been breached), and, if estimable, the amount of such claim. 21.3.2. The Indemnifying Party shall have the right, but not exercisable by written notice to the obligationIndemnified Party within [***] of receipt of notice from the Indemnified Party of the commencement of or assertion of any Third Party Claim, to initiateassume the defense of such Third Party Claim to the extent that it involves (and continues to involve) monetary damages; provided, controlhowever, pursue, and/or defend such Infringement Action at its own expense.that: (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Indemnifying Party expressly agrees in such notice that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Third Party Claim; (ii) the defense of such Third Party Claim by the counsel representing the Indemnifying Party does not, in the reasonable judgment of the Indemnified Party, constitute a conflict of interest under the applicable canons or rules of legal professional ethics; and (iii) the Indemnifying Party makes reasonably adequate provision to ensure the Indemnified Party of the status ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that would reasonably be expected to result therefrom. (the conditions set out in clauses (i), (ii) and (iii) above are collectively referred to as the “Litigation Conditions”). 21.3.3. In no event shall the Indemnifying Party have the right to control any Third Party Claim to the extent such Third Party Claim covers injunctive, criminal or other equitable relief that, if granted, would adversely affect the Indemnified Party. 21.3.4. Within [***] after the Indemnifying Party has given notice to the Indemnified Party of its intended exercise of its right to defend a Third Party Claim, the Indemnified Party shall give notice to the Indemnifying Party of any objection thereto based upon the Litigation Conditions. If the Indemnified Party so objects, the Indemnified Party shall continue to defend the Third Party Claim at the expense of the Indemnifying Party until such time as such objection is withdrawn. If no such notice is given, or if any such objection is withdrawn, the Indemnifying Party shall be entitled, at its sole cost and expense, to assume and conduct such defense, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, until such time as the Indemnified Party shall give notice that any of the Litigation Conditions, in its reasonable judgment, are no longer satisfied. 21.3.5. During such time as the Indemnifying Party is controlling the defense of such Infringement Action on a regular basis Third Party Claim, the Indemnified Party shall cooperate, and cause its Affiliates and agents to cooperate, to the extent commercially reasonable, upon request of the Indemnifying Party in the defense or prosecution of the Third Party Claim, including by furnishing such records, information and testimony and attending such conferences, discovery proceedings, hearings, trials or appeals as may reasonably be requested by the Indemnifying Party. 21.3.6. In the event that the Indemnifying Party without primary control fails to satisfy the Litigation Conditions or does not notify the Indemnified Party in writing of the Infringement Action; (ii) provide Indemnifying Party’s intent to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from defend any Third Party and/orClaim within [***] days after notice thereof, if practicable, prior the Indemnified Party may (without further notice to filing such documents; (iiithe Indemnifying Party) consult undertake the defense thereof with counsel of its choice and at the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Indemnifying Party’s expense (including reasonable attorneys’ fees and other costs and expenses for of enforcement or defense). 21.3.7. The Indemnifying Party or the non-controlling Indemnified Party’s attorney, as the case may be, shall have the right to join in (including the right to conduct discovery, interview and examine witnesses and participate in all settlement conferences), with the Party controlling such Infringement Action to the extent reasonably possiblebut not control, including joining the Infringement Action if necessary or desirableat its own cost and expense, the Non-controlling Party’s expenses to be paid by controlling defense of any Third Party within thirty (30) days of invoiceClaim that the other party is defending as provided in this Agreement. (c) Licensee 21.3.8. The Indemnifying Party, if it shall have assumed the defense of any Third Party Claim as provided in this Agreement, shall not enter into consent to a settlement of, or the entry of any Infringement Action judgment arising from, any such Third Party Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), provided, however, that (i) restricts the scope of, (ii) adversely affects Indemnifying Party may settle claims involving solely monetary damages without the enforceability of, (iii) grants consent of the Indemnified Party if a license to, or (iv) provides any other settlement action that adversely affects full release of the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount SinaiIndemnifying Party is obtained with respect to such claims. The Indemnifying Party shall not, without the prior written consent of Mount Sinaithe Indemnified Party, not to be unreasonably withheld, enter into any compromise or settlement which commits the Indemnified Party to take, or to forbear to take, any action. For clarityThe Indemnified Party shall have the right to settle any Third Party Claim, if on such terms and conditions as it deems reasonably appropriate, to the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by extent such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any Third Party Claim involves equitable or other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license monetary relief; provided, however, the Indemnified Party shall not, without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheld, conditioned or delayed) enter into any compromise or settlement that would adversely affect the Indemnifying Party. The Indemnifying Party’s indemnity obligation shall be considered as a Sublicensereduced by the any amounts the Indemnified Party receives or shall receive from any third party, and must comply with all Sublicensing requirement hereinincluding an insurance carrier, and for the Fair Market Value of such cross license shall be considered Sublicense IncomeLosses.

Procedure. i. A Party believing that it is entitled to indemnification under Sections 11(a)-(b) (aan “Indemnified Party”) As between shall give prompt written notification to the Parties, Licensee will have other Party (the first right to pursue “Indemnifying Party”) of the commencement of any Infringement Action against an infringing Claim by a Third Party for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a third party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a third party Claim as provided in this Section 11(c)(i) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnification under Sections 11(a)-(b), it shall so notify the Party seeking indemnification. ii. If the Indemnifying Party elects to assume the defense of such Claim, the Indemnified Party may participate in such defense at its own expense; provided that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith iii. If, within fifteen (15) days after The Indemnifying Party shall keep the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party advised of the status of such Infringement Action on a regular basis or as requested Claim and the defense thereof and shall consider recommendations made by the Indemnified Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (respect thereto. iv) consider any comments from the other Party regarding the Infringement Action. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition Claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party or adversely affects the Indemnified Party without the prior written consent of settling an Infringement Actionthe Indemnified Party, a license granted as a non-revenue cross license which shall not be considered as a Sublicenseunreasonably withheld, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeconditioned or delayed.

Procedure. A Party that intends to claim indemnification under this Article 11 (athe “Indemnitee”) As between shall promptly notify the Parties, Licensee will have indemnifying Party (the first right to pursue “Indemnitor”) in writing of any Infringement Action against an infringing Third Party Claim, in respect of which the Indemnitee intends to claim such indemnification. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Third Party Claim for which indemnity is being sought. The Indemnitee may participate in and monitor such defense with counsel of its own choosing at its own sole expense. If; provided, within fifteen (15) days after however, the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai Indemnitor shall have the right, but not right to assume and conduct the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party defense of the status Third Party Claim with counsel of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from its choice. The Indemnitor shall not settle any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, Claim without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnitor is actively defending the Third Party Claim in good faith, the Indemnitee shall not settle any such Third Party Claim without the prior written consent of the Indemnifying Party. If the Indemnitor does not assume and conduct the defense of the Third Party Claim as provided above, (a) the Indemnitee may defend against, and consent to the entry of any Infringement Action includes granting judgment or enter into any settlement with respect to the Third Party Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith), and (b) the Indemnitor will remain responsible to indemnify the Indemnitee as provided in this Article 11. The failure to deliver written notice to the Indemnitor within a Sublicense, Licensee reasonable time after the commencement of any action with respect to a Third Party Claim shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage only relieve the Indemnitor of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai its indemnification obligations under this Section. For Article 11 if and to the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and extent the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnitor is actually prejudiced thereby.

Procedure. In the event that, at any time or from time to time after the Effective Time, a person indemnified under Section 10.1 or 10.3 (aan "Indemnified Party") As between shall sustain a loss of any nature whatsoever against which such Indemnified Party is indemnified under this Agreement, such Indemnified Party shall notify the Partiesparty hereto obligated to provide such indemnification (the "Indemnitor") of any such loss so sustained. If Indemnitor is Buyer, Licensee will Indemnitor shall within thirty (30) days after transmittal of such notice pay to such Indemnified Party the amount of such loss so sustained, subject to the right to contest any claim. If Indemnitor is the Shareholders, payment shall be governed by the Escrow Agreement. The Indemnified Party shall promptly notify the Indemnitor of the existence of any claim, demand, or other matter involving liabilities to third parties to which the Indemnitor's indemnification obligations would apply and shall give the Indemnitor (acting through the Representative if Indemnitor is the Escrow Agent) a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnified Party at Indemnitor's own expense and with counsel of Indemnitor's selection (who shall be approved by Indemnified Party, which approval shall not be unreasonably withheld); provided that the Indemnified Party shall at all times also have the first right to pursue any Infringement Action against an infringing Third Party fully participate in the defense at its own expense. IfIf the Indemnitor shall, within fifteen (15) days a reasonable time after the said notice, pursuant fail to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai the Indemnified Party shall have the right, but not the obligation, to initiateundertake the defense of, controland to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney)account, with and at the Party controlling such Infringement Action to risk and expense of Indemnitor. Except as provided in the extent reasonably possible, including joining the Infringement Action if necessary or desirablepreceding sentence, the Non-controlling Party’s expenses to be paid by controlling Indemnified Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts compromise or settle the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, claim or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, matter without the prior written consent of Mount Sinaithe Indemnitor. For clarityIf the claim is one that cannot by its nature be defended solely by the Indemnitor, if the settlement of Indemnified Party shall make available all information and assistance that the Indemnitor may reasonably request; provided that any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license associated expenses shall be considered as paid by the Indemnitor. If the Losses relate to a SublicenseLoss or demand asserted by a third party, the Indemnified Party and must comply with all Sublicensing requirement hereinIndemnitor shall jointly control the defense and settlement thereof and any settlement shall require the prior written consent of both parties, and the Fair Market Value of such cross license which consent shall not be considered Sublicense Incomeunreasonably withheld.

Procedure. (a) As between In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the Partiesdiscovery of the matters giving rise to any Losses, Licensee notify the indemnifying party under this Article XII (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been prejudiced as a result of such failure. Thereafter, the first right Indemnified Party will deliver to pursue any Infringement Action against an infringing Third Party at its own expense. Ifthe Indemnifying Party, within fifteen (15) days a reasonable period of time after the noticeIndemnified Party’s receipt of such request, pursuant all information and documentation reasonably requested by the Indemnifying Party with respect to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseLosses. (b) If the indemnification sought pursuant hereto involves a claim made by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying Party will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party controlling will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any Infringement Action shall use reasonable efforts to: period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, it will defend or prosecute it diligently and the Indemnifying Party will obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld) before entering into any settlement, compromise or discharge of such Third Party Claim if (i) inform the other Party of the status of such Infringement Action on a regular basis settlement, compromise or as requested by the Party without primary control of the Infringement Action; discharge does not relate solely to monetary damages, (ii) provide such settlement, compromise or discharge does not expressly unconditionally and completely release the Indemnified Party from all Losses and liabilities with respect to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any such Third Party and/orClaim, if practicable, prior to filing such documents; (iii) consult the Indemnifying Party is not directly paying the full amount of the Losses in connection with the other such Third Party regarding the advisability of any contemplated course of action; Claim and (iv) consider such settlement, compromise or discharge does not contain any comments from admission of liability by the other Indemnified Party regarding or its Affiliates. Whether or not the Infringement Action. The Indemnifying Party will have assumed the defense of a Third Party Claim, the Indemnified Party will not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without control of an Infringement Action shall cooperate, at controlling the Indemnifying Party’s expense prior written consent (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses not to be paid by controlling Party within thirty (30) days of invoiceunreasonably withheld). (c) Licensee If an indemnification payment is received by Buyer Indemnified Party or Seller Indemnified Party, as applicable, and such Indemnified Party later receives insurance proceeds in respect of the related Losses or other recoveries under section 12.4(a)(ii) above that were not previously credited against such indemnification payment when made, such Indemnified Party shall not enter into a settlement promptly pay to the Indemnifying Party, an amount equal to the lesser of (A) such insurance proceeds or other recoveries, with respect to such Losses and (B) the net indemnification payment previously paid by such Indemnifying Party with respect to such Losses. Each Indemnified Party shall use reasonable and good faith efforts to collect amounts available under available insurance coverage and promptly and diligently pursue such claims relating to any Losses for which it is seeking indemnification. (d) Each Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any Infringement Action event or circumstance that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license would reasonably be expected to, or (iv) provides any other settlement action such Indemnified Party believes does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Productgives rise to such Loss; provided, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay that such failure to Mount Sinai royalties on any Net Sales by use such Sublicensee and a percentage of Sublicense Income, if applicable, efforts in accordance with Article 4 in addition to any other share the foregoing shall not relieve the Indemnifying Party of recoveries due to Mount Sinai its indemnification obligations under this Section. For Article XII except and only to the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and extent that the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnifying Party is prejudiced thereby.

Procedure. (a) As between Each Party shall notify the Parties, Licensee will have other in the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 8.111. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 11, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai Party (the “Indemnified Party”) shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform provide the other Party of (the status “Indemnifying Party”) with prompt written notice of such Infringement Action on a regular basis or as requested by proceeding (the “Indemnification Claim Notice”). Promptly after the Indemnifying Party without primary control receives the Indemnification Claim Notice, the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Infringement Action; (ii) provide to Indemnifying Party may assume the other Party copies defense of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior claim subject to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses indemnification as provided for the non-controlling Party’s attorney), with the Party controlling such Infringement Action in this Section 11.3 by giving written notice to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Indemnified Party within thirty (30) days (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than seventy (70) days, provided that the Indemnified Party makes all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of invoice. an Indemnification Claim Notice, provided that (ca) Licensee the claim solely seeks monetary damages and (b) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnifying Party may, at any time, assume all such defense if the Litigation Conditions are not enter into satisfied at any time. Upon assuming the defense of a Third Party claim in accordance with this Section 11.3, the Indemnifying Party shall be entitled to appoint lead counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 11.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party claim. Without limiting this Section 11.3, any Infringement Action Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnified Party’s own expense unless (i) restricts the scope ofemployment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) adversely affects the enforceability of, Indemnifying Party has failed to assume and actively further the defense and employ counsel in accordance with this Section 11.3 (in which case the Indemnified Party will control the defense) or (iii) grants the Indemnifying Party no longer satisfies the Litigation Conditions. With respect to any Liability relating solely to the payment of money damages in connection with a license toThird Party claim that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which the Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (iv) provides provided that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Liabilities in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 11.3, the Indemnifying Party will have authority to consent to the entry of any other judgment, enter into any settlement action or otherwise dispose of such Liability provided that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without it obtains the prior written consent of Mount Sinaithe Indemnified Party (which consent will be at the Indemnified Party’s reasonable discretion). For clarity, if The Indemnifying Party that has assumed the settlement defense of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, the Third Party claim in accordance with Article 4 this Section 11.3 will not be liable for any settlement or other disposition of a Liability by an Indemnified Party (but in addition no event to include any other share court judgment or judicial or administrative order or disposition) that is reached without the written consent of recoveries due such Indemnifying Party. No Indemnified Party will admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to Mount Sinai under the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this SectionSection 11.3. For If the purposes of settling an Infringement ActionIndemnifying Party chooses to defend or prosecute any Third Party claim, a license granted the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as a non-revenue cross license shall may be considered as a Sublicensereasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and must comply with all Sublicensing requirement hereinreasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Fair Market Value of Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cross license shall be considered Sublicense Incomecooperation.

Procedure. As a condition to a Party’s right to receive indemnification under Section 9.1 or Section 9.2, it shall: (a) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen promptly deliver notice in writing (15a “Claim Notice”) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies as soon as it becomes aware of any documents relating a claim or suit for which indemnification may be sought pursuant to Section 9.1 or Section 9.2 (provided that the failure to give a Claim Notice promptly shall not prejudice the rights of an indemnified Party except to the Infringement Action promptly upon receipt from any Third extent that the failure to give prompt notice materially adversely affects the ability of the indemnifying Party and/or, if practicable, prior to filing such documentsdefend the claim or suit); (iiib) consult cooperate with the other indemnifying Party regarding in the advisability defense of any contemplated course such claim or suit, at the expense of actionthe indemnifying Party; and (ivc) consider any comments from if the other indemnifying Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action confirms in writing to the extent reasonably possibleindemnified Party its intention to defend such claim or suit within [* * *] after receipt of the Claim Notice, permit the indemnifying Party to control the defense of such claim or suit, including joining without limitation the Infringement Action right to select defense counsel; provided that, if necessary or desirable, the Non-controlling Party’s expenses indemnifying Party fails to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, provide such confirmation in writing within such [* * *] period or (ii) adversely after providing such confirmation, diligently and reasonably defend such suit or claim at any time, the indemnifying Party’s right to defend the claim or suit shall terminate immediately in the case of (i) and otherwise upon [* * *] written notice by the indemnified Party to the indemnifying Party, and the indemnified Party may assume the defense of such claim or suit at the sole expense of the indemnifying Party but may not settle or compromise such claim or suit without the consent of the indemnifying Party, not to be unreasonably withheld or delayed. 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 any indemnified Party or that otherwise materially affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of such indemnified Party’s rights under this Agreement or requires any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, payment by an indemnified Party without the prior written consent of Mount Sinaisuch indemnified Party. For clarityExcept as expressly provided above, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai indemnifying Party will have no liability under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply ARTICLE 9 with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomerespect to claims or suits settled or compromised without its prior written consent.

Procedure. (a) As between In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the Partiesdiscovery of the matters giving rise to any Losses, Licensee notify the indemnifying party under this Article XII (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of such failure. Thereafter, the first right Indemnified Party will deliver to pursue any Infringement Action against an infringing Third Party at its own expense. Ifthe Indemnifying Party, within fifteen (15) days a reasonable period of time after the noticeIndemnified Party’s receipt of such request, pursuant all information and documentation reasonably requested by the Indemnifying Party with respect to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseLosses. (b) If the indemnification sought pursuant hereto involves a claim made by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying Party will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense (provided, that, if in the reasonable opinion of counsel of the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party). The Indemnifying Party controlling will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any Infringement Action shall use reasonable efforts to: period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, it will defend or prosecute it diligently and the Indemnifying Party will obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld) before entering into any settlement, compromise or discharge of such Third Party Claim if (i) inform the other Party of the status of such Infringement Action on a regular basis settlement, compromise or as requested by the Party without primary control of the Infringement Action; discharge does not relate solely to monetary damages, (ii) provide such settlement, compromise or discharge does not expressly, unconditionally and completely release the Indemnified Party from all Losses and liabilities with respect to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any such Third Party and/or, if practicable, prior to filing such documents; Claim and (iii) consult the Indemnifying Party is not directly paying the full amount of the Losses in connection with such Third Party Claim. Whether or not the other Indemnifying Party regarding will have assumed the advisability defense of a Third Party Claim, the Indemnified Party will not admit any contemplated course of action; and (iv) consider any comments from liability with respect to, or settle, compromise or discharge, such Third Party Claim without the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Indemnifying Party’s expense prior written consent (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses not to be paid by controlling Party within thirty (30) days of invoiceunreasonably withheld). (c) Licensee If an indemnification payment is received by Buyer Indemnified Party or Seller Indemnified Party, as applicable, and such Indemnified Party later receives insurance proceeds in respect of the related Losses or other recoveries under Section 12.4(a)(ii) above that were not previously credited against such indemnification payment when made, such Indemnified Party shall not enter into a settlement promptly pay to the Indemnifying Party, an amount equal to the lesser of (A) such insurance proceeds or other recoveries, with respect to such Losses and (B) the net indemnification payment previously paid by such Indemnifying Party with respect to such Losses. Each Indemnified Party shall use commercially reasonable efforts to collect amounts available under available insurance coverage and promptly and diligently pursue such claims relating to any Losses for which it is seeking indemnification. (d) Each Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any Infringement Action event or circumstance that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license would reasonably be expected to, or (iv) provides any other settlement action such Indemnified Party believes does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Productgives rise to such Loss; provided, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay that such failure to Mount Sinai royalties on any Net Sales by use such Sublicensee and a percentage of Sublicense Income, if applicable, efforts in accordance with Article 4 in addition to any other share the foregoing shall not relieve the Indemnifying Party of recoveries due to Mount Sinai its indemnification obligations under this Section. For Article XII except and only to the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and extent that the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnifying Party is actually prejudiced thereby.

Procedure. (a) As between Any party hereto or any of its Affiliates seeking indemnification hereunder (in this context, the Parties“indemnified party”) shall notify the other party (in this context, Licensee will the “indemnifying party”) in writing reasonably promptly after the assertion against the indemnified party of any Claim by a third party (a “Third-Party Claim”) in respect of which the indemnified party intends to base a Claim for indemnification hereunder, but the failure or delay so to notify the indemnifying party shall not relieve it 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 Third Party Claim is adversely affected thereby. (1) Subject to the provisions of Sections 13.5(d) and 13.5(g) below, the indemnifying party shall have the first right right, upon written notice given to pursue the indemnified party within 30 days after receipt of the notice from the indemnified party of any Infringement Action against an infringing Third Party Claim, to assume the defense or handling of such Third Party Claim, at the indemnifying party’s sole expense, in which case the provisions of Section 13.5(b)(2) below shall govern. (2) The indemnifying party shall select counsel reasonably acceptable to the indemnified party in connection with conducting the defense or handling of such Third Party Claim, and the indemnifying party shall defend or handle the same in consultation with the indemnified party, shall keep the indemnified party timely apprised of the status of such Third Party Claim, and shall not, without the prior written consent of the indemnified party, directly or indirectly assume any position or take any action that would impose any obligation of any kind on or restrict the actions of the indemnified party. The indemnifying party shall not, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed, agree to a settlement of any Third Party Claim that could directly or indirectly lead to liability or create any financial or other obligation on the part of the indemnified party for which the indemnified party is not entitled to indemnification hereunder. The indemnified party shall cooperate with the indemnifying party and shall be entitled to participate in the defense or handling of such Third Party Claim with its own counsel and at its own expense. IfNotwithstanding the foregoing, in the event the indemnifying party fails to conduct the defense or handling of any Third Party Claim in good faith after having assumed such defense or handling, then the provisions of Section 13.5(c)(2) below shall govern. (1) If the indemnifying party does not give written notice to the indemnified party, within fifteen (15) 30 days after receipt of the notice, pursuant to Section 8.1notice from the indemnified party of any Third Party Claim, of any suspected infringement the indemnifying party’s election to assume the defense or Infringement Actionhandling of such Third Party Claim, Licensee has elected the provisions of Section 13.5(c)(2) below shall govern. (2) The indemnified party may, at the indemnifying party’s expense, select counsel in connection with conducting the defense or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as it may deem appropriate, provided, however, that the indemnified party shall keep the indemnifying party timely apprised of the status of such Third Party Claim and shall not settle, compromise or discharge such Third Party Claim without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnified party defends or handles such Third Party Claim, the indemnifying party shall cooperate with the indemnified party and shall be entitled to initiate, defend, participate in the defense or otherwise resolve handling of such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action Third Party Claim with its own counsel and at its own expense. (bd) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform In the other Party case of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orClaim that is brought by any customer or supplier with respect to the Business acquired hereunder and that Buyer or its Affiliates intend to base a Claim for indemnification hereunder, if practicablenotwithstanding anything in Section 13.5(b) to the contrary, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperateBuyer or its Affiliates may, at controlling PartySeller’s expense (including reasonable fees expense, select counsel reasonably satisfactory to Seller, and other expenses for the non-controlling Party’s attorney), with the defend or handle such Third Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, Claim in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, Section 13.5(c)(2) and the Fair Market Value provisions of such cross license Section 13.5(c)(2) shall be considered Sublicense Income.govern (except as provided herein), including but not limited to the requirements of 13.5(c)

Procedure. (a) As between Any party seeking indemnification with respect to any Loss (the Parties"Indemnified Party") will promptly notify the party required to provide indemnity hereunder (the "Indemnifying Party") in accordance with Section 10.11, Licensee will have provided, that the first failure to give such notice shall not affect the right of the Indemnified Party to pursue indemnification except to the extent the failure to give notice prejudices the Indemnifying Party's ability to defend any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseclaim. (b) The If any claim, demand or liability is asserted by any third party against any Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform a "Third Party Claim"), the other Indemnified Party will, upon notice of the status claim or demand, promptly notify the Indemnifying Party, subject to the proviso of Section 9.4(a), and the Indemnifying Party will defend and/or settle any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not promptly defend or settle any such claims, the Indemnified Party will have the right to control any defense or settlement, at the expense of the Indemnifying Party. No claim will be settled or compromised without the prior written consent of each party to be affected, with such consent not being unreasonably withheld. The Indemnified Party will at all times also have the right to participate fully in the defense at its own expense unless there is, under applicable law, a conflict on any significant issue between Indemnifying Party and Indemnified Party, in which case the fees and expenses of one counsel in respect of such Infringement Action on a regular basis or as requested claim incurred by the Indemnified Party without primary will be paid by Indemnifying Party. The parties will cooperate in the defense of all Third-Party Claims that may give rise to Indemnifiable Claims hereunder. In connection with the defense of any claim, each party will make available to the party controlling such defense, any books, records or other documents within its control that are reasonably requested in the course of such defense. (c) If the Indemnified Party has a claim against the Indemnifying Party that does not involve a Third Party Claim (an "Inter-Party Claim"; and together with a Third Party Claim, an "Indemnifiable Claim"), the Indemnified Party will notify the Indemnifying Party with reasonable promptness of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orclaim, if practicableand, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possibleknown, including joining specifying the Infringement Action if necessary or desirablenature, estimated amount and the Non-controlling Party’s expenses to be paid by controlling specific basis for the claim. The Indemnifying Party will respond within thirty (30) days of invoicereceipt of the notice of an Inter-Party Claim. If the Indemnifying Party fails to respond, the claim specified by the Indemnified Party will be conclusively deemed a liability of the Indemnifying Party, subject only to proof of the amount of Loss. If the Indemnifying Party timely disputes the claim, the Indemnified and the Indemnifying Party will negotiate in good faith to resolve the dispute, and if not resolved, either party may pursue whatever remedies it may have. (cd) Licensee shall If any Loss is covered by insurance, Indemnified Party will file claims against the applicable policies, but need not enter into a settlement appeal the denial of any Infringement Action that (i) restricts claim nor assign any rights to Indemnifying Party under the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value policy. The provisions of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without Article IX are subject to the prior written consent of Mount Sinai. For clarity, if the settlement rights of any Infringement Action includes granting Indemnified Party's insurer that may be defending any such claim. If the Indemnifying Party makes any payment hereunder of a SublicenseLoss, Licensee shall pay the Indemnifying Party will be subrogated, to Mount Sinai royalties the extent of the payment and permitted by the applicable policies, to the rights of the Indemnified Party against any insurer or third party with respect to the Loss. (e) All payments made pursuant to this Article IX (other than a payment based on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai an obligation arising under this Section. For the purposes of settling an Infringement Action, a license granted as a nonSection 5.7 [Non-revenue cross license Compete]) shall be considered treated as a Sublicense, and must comply with all Sublicensing requirement herein, and adjustments to the Fair Market Value of such cross license shall be considered Sublicense Incomepurchase price for the Purchased Assets.

Procedure. Any Indemnified Party seeking indemnification under this Section 8 shall give notice to the Indemnifying Parties. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 8.1 (a) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing a “Third Party at its own expense. IfClaim”), the Indemnified Party shall give the Indemnifying Parties written notice within fifteen twenty (1520) days after the notice, pursuant to Section 8.1, Business Days of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status receiving written notice of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orClaim. If the Indemnified Party fails to provide such notice within such time period, if practicable, prior the Indemnifying Parties will not be obligated to filing indemnify the Indemnified Party with respect to such documents; (iii) consult with the other Third Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action Claim to the extent reasonably possible, including joining that the Infringement Action if necessary or desirable, Indemnifying Parties’ ability to defend is prejudiced by such failure of the Non-controlling Indemnified Party’s expenses to be paid by controlling . The Indemnifying Parties shall notify the Indemnified Party within thirty (30) days after receipt of invoice. (c) Licensee shall not enter into a settlement such notice as to whether any Indemnifying Party will assume the defense of such Third Party Claim. If any Infringement Action that Indemnifying Party assumes the defense, (i) restricts the scope of, Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (ii) adversely affects such Indemnifying Party shall not agree to any compromise or settlement to which the enforceability of, Indemnified Party has not consented to in writing (iii) grants a license to, which consent shall not be unreasonably withheld or (iv) provides any other settlement action that adversely affects delayed). Notwithstanding the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarityforegoing, if counsel for the settlement Indemnified Party reasonably determines that there is a conflict between the positions of the Indemnifying Parties and the Indemnified Party in conducting the defense of such Third Party Claim, then the reasonable fees of such separate counsel shall be paid by the Indemnifying Party. If requested by any Infringement Action includes granting a SublicenseIndemnifying Party, Licensee the Indemnified Party will, at the cost and expense of such Indemnifying Party, provide reasonable cooperation to such Indemnifying Party in defending such Third Party Claim. If no Indemnifying Party elects to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Parties, provided that the Indemnified Party shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition not agree to any other share of recoveries due compromise or settlement to Mount Sinai under this Section. For which the purposes of settling an Infringement Action, a license granted as a non-revenue cross license Indemnifying Parties have not consented in writing (which consent shall not be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeunreasonably withheld or delayed).

Procedure. (a) As between A Person entitled to indemnification under this Article XV (an “Indemnified Party”) shall give prompt written notification to the PartiesPerson from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, Licensee will have the first right suit or proceeding relating to pursue any Infringement Action against an infringing a Third Party at its own expense. IfClaim for which indemnification may be sought or, within fifteen (15) days after if earlier, upon the notice, pursuant to Section 8.1, assertion of any suspected infringement or Infringement Actionsuch Claim by a Third Party (it being understood and agreed, Licensee has elected however, that the failure by an Indemnified Party to give notice of a Third-Party Claim as provided in this Section 15.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to initiate, defend, or otherwise resolve the extent that such Infringement Action, then Mount Sinai shall have the right, but not the obligation, Indemnifying Party is actually damaged as a result of such failure to initiate, control, pursue, and/or defend such Infringement Action at its own expensegive notice). (b) The Party controlling any Infringement Action shall use reasonable efforts to: Within twenty (i20) inform the other Party of the status days after delivery of such Infringement Action on a regular basis or as requested by notification, the Indemnifying Party without primary may, upon written notice thereof to the Indemnified Party, assume control of the Infringement Action; (ii) provide defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the other Indemnified Party. (c) If the Indemnifying Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without does not assume control of an Infringement Action such defense, the Indemnified Party shall cooperatecontrol such defense and, at controlling without limiting the Indemnifying Party’s expense (indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs and expenses, including reasonable fees and other expenses for attorney’s fees, incurred by the non-controlling Party’s attorney), with the Indemnified Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party in defending itself within thirty (30) days after receipt of invoiceany invoice therefor from the Indemnified Party. (cd) Licensee The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (f) The Indemnified Party shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. (a) As between In the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing event of a claim by a Third Party against any Person entitled to indemnification under this Agreement, the Party claiming indemnification (in such capacity, the “Indemnified Party”) shall promptly notify the other Party (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its own expensesole expense and with counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. IfIf the Indemnifying Party does not undertake such defense in accordance with the preceding sentence, within fifteen (15) days after the noticeIndemnified Party shall control such defense. The Party not controlling such defense shall cooperate with the other Party and may, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own option and expense. , participate in such defense with counsel of its choice; provided, however, that if the Indemnifying Party assumes control of such defense as set forth above and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party (bor the relevant MedImmune Indemnitee or Kolltan Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnified Party’s counsel may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to the indemnified Persons solely in connection therewith. The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested by claim and the Party without primary control of the Infringement Action; (ii) defense thereof, shall provide to the other Party copies of any material documents relating and filings related to the Infringement Action promptly upon receipt from any Third Party and/orsuch action, if practicablesuit, prior to filing such documents; (iii) consult with proceeding or claim and shall consider recommendations made by the other Party regarding with respect thereto. Except if the advisability Indemnifying Party did not undertake defense of the claim as set forth above, or if the Indemnifying Party and the Indemnified Party (or the relevant MedImmune Indemnitee or Kolltan Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel, as provided above, the Indemnifying Party shall not be liable for any contemplated course of action; and (iv) consider any comments from litigation costs or expenses incurred by the other Indemnified Party regarding without the Infringement ActionIndemnifying Party’s written consent. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement settle any such action, suit, proceeding or claim without the prior written consent of any Infringement Action that (i) restricts the scope ofIndemnifying Party, (ii) adversely affects the enforceability ofwhich shall not be unreasonably withheld, (iii) grants a license to, delayed or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaiconditioned. The Indemnifying Party shall not settle, without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if the settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicableproceeding or claim, in accordance with Article 4 in addition or consent to any other share judgment in respect thereof, that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement ActionIndemnified Party from all liability with respect thereto, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and that imposes any liability or obligation on the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party or that acknowledges fault by the Indemnified Party.

Procedure. Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Article 15. In case any proceeding (aincluding any governmental investigation) As between shall be instituted involving either Party in respect of which indemnity may be sought pursuant to this Article 15, such Party (the Parties, Licensee will have “Indemnified Party”) shall promptly notify the first right Party obligated to pursue any Infringement Action against an infringing Third indemnify such Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.115.1 or Section 15.2 (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding, provided that any delay in providing such notification shall only limit the Indemnifying Party’s obligation to the extent of any suspected infringement or Infringement Actionthe actual prejudice caused to the Indemnifying Party by such delay. The Indemnifying Party, Licensee has elected not upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to initiatethe Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. If the Indemnifying Party assumes the defense of the Liability, defend, or otherwise resolve such Infringement Action, then Mount Sinai it shall have keep the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party advised of the status of such Infringement Action on a regular basis or as requested Liability and the defense thereof and shall consider recommendations made by the Indemnified Party without primary control with respect thereto. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Infringement Action; Indemnified Party unless (iia) provide the Indemnifying Party and the Indemnified Party shall have mutually agreed to the other retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party copies and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses incurred pursuant to Section 15.1 or Section 15.2 shall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for any settlement of any documents relating proceeding unless effected with its written consent, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding. If the Parties cannot agree as to the Infringement Action promptly upon receipt from application of Section 15.1 and Section 15.2 to any Third Party and/orparticular claim, if practicable, prior the Parties may conduct separate defenses of such claim and reserve the right to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments claim indemnity from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 Section 15.1 and Section 15.2 above in addition to any other share accordance with Section 16.3 upon resolution of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeunderlying claim.

Procedure. The foregoing indemnity obligations shall be conditioned upon (a) As between the Parties, Licensee will have indemnified Party (“Indemnitee”) promptly notifying the first right to pursue any Infringement Action against an infringing indemnifying Party (“Indemnitor”) in writing of the assertion or the commencement of the relevant Third Party at its own expense. IfClaim, within fifteen (15) days after provided, however, that any failure or delay to notify shall not excuse any obligation of the noticeIndemnitor, pursuant except to Section 8.1the extent the Indemnitor is actually prejudiced thereby, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party Indemnitee granting the Indemnitor sole management and control, at the Indemnitor’s sole expense, of the status defense of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orClaim and its settlement, if practicableprovided, prior to filing such documents; (iii) consult with however, that the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee Indemnitor shall not enter into a settlement of settle any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Third Party Claim without the prior written consent of Mount Sinaithe Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by the Indemnitee), would bind or impair the Indemnitee, or includes any admission of wrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable, and (c) the Indemnitee reasonably cooperating with the Indemnitor, at the Indemnitor’s expense. For clarityThe Indemnitee shall have the right, if at its own expense, to be present in person or through counsel at all legal proceedings giving rise to the settlement right of any Infringement Action includes granting a Sublicenseindemnification. Notwithstanding the foregoing, Licensee shall pay the Indemnitee will have the right to Mount Sinai royalties on any Net Sales by such Sublicensee employ separate counsel at the Indemnitee’s expense and a percentage to control its own defense of Sublicense Income, if applicable, the applicable Third Party Claim only if: (i) there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor or (ii) in accordance with Article 4 in addition the reasonable opinion of counsel to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement ActionIndemnitee, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, conflict or potential conflict exists between the Indemnitee and the Fair Market Value Indemnitor that would make such separate representation advisable. The Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such cross license shall consent not to be considered Sublicense Incomeunreasonably withheld, conditioned or delayed.

Procedure. (a) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, A party claiming indemnification pursuant to Section 8.1this Article IX (an “Indemnified Party”) shall, promptly following the discovery of the matters giving rise to any suspected infringement or Infringement ActionLoss, Licensee has elected not to initiatenotify the indemnifying party under this Article IX (the “Indemnifying Party”) in writing of its claim for indemnification for such Loss, defend, or otherwise resolve specifying in reasonable detail the nature of such Infringement Action, then Mount Sinai shall have the right, but not the obligationLoss and, to initiatethe extent known, controlthe amount of the liability estimated to accrue therefrom (the “Indemnification Claim Notice”); provided, pursuehowever, and/or defend that failure to give such Infringement Action at its own expenseprompt notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party is actually prejudiced as a result of such failure. (b) The If the indemnification sought pursuant hereto involves a claim made by a third party against the Indemnified Party controlling any Infringement Action (a “Third Party Claim”), the Indemnifying Party shall use reasonable efforts to: (i) inform be entitled to assume the other Party of the status defense of such Infringement Action on a regular basis or as requested Third Party Claim with counsel selected by the Indemnifying Party without primary control of the Infringement Action; (ii) provide which counsel shall be reasonably satisfactory to the other Party copies of any documents relating Indemnified Party) by providing written notice thereof to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Indemnified Party within thirty (30) days following receipt of invoicethe Indemnification Claim Notice; provided, however, that if the Indemnifying Party's assumption of the defense of any Third Party Claim would result in a conflict of interest arising out of the joint representation by legal counsel selected by the Indemnifying Party of the interests of both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be entitled to engage separate legal counsel to represent the Indemnified Party (which counsel shall be reasonably satisfactory to the Indemnified Party) at the Indemnifying Party's sole cost and expense and, if the Indemnifying Party fails to do so during the thirty (30) day period referred to above, the Indemnifying Party shall not be entitled to assume the Indemnified Party's defense of such Third Party Claim. Prior to the Indemnifying Party assuming control of such defense it shall first verify to the Indemnified Party in writing that such Indemnifying Party shall be fully responsible for all liabilities and obligations relating to such Third Party Claim and that it will provide full indemnification to the Indemnified Party with respect to such Third Party Claim. The Indemnifying Party shall not be entitled to assume control of such defense if (A) the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation; (B) the Third Party Claim primarily seeks an injunction or other equitable relief against the Indemnified Party; (C) upon petition by the Indemnified Party, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim; or (D) the Indemnified Party reasonably believes that the Loss relating to such Third Party Claim could be materially adverse to the Purchased Assets or Product Business or exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Article IX. Any Indemnified Party shall have the right to employ separate counsel in any such defense and to participate therein, but the fees and expenses of such counsel shall not be at the expense of the Indemnifying Party unless (i) the Indemnifying Party shall have not, within the time after having been notified by the Indemnified Party of the existence of the Third Party Claim as provided in the first sentence of this Section 9.4(b), assumed the defense of such Third Party Claim, or (ii) in the event of a conflict of interest situation, failed to engage separate legal counsel to represent the Indemnified Party. (c) Licensee If the Indemnifying Party assumes the defense of a Third Party Claim, it will take all steps necessary to defend, prosecute or settle such claim. The Indemnifying Party shall conduct the defense of the Third Party Claim actively and diligently, and the Indemnified Party will provide reasonable cooperation in the defense of the Third Party Claim. The Indemnifying Party will not consent to the entry of any judgment or enter into a any settlement of any Infringement Action that (i) restricts with respect to the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, Third Party Claim without the prior written consent of Mount Sinai. For claritythe Indemnified Party (not to be unreasonably withheld or delayed), if unless (A) there is no finding or admission of any violation of Governmental Rules or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; and (C) the Indemnified Party will have no liability with respect to any compromise or settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay such claims effected without its consent. (d) In the event that (i) an Indemnified Party gives an Indemnification Claim Notice to Mount Sinai royalties on any Net Sales by the Indemnifying Party and the Indemnifying Party fails or elects not to assume the defense of such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition Third Party claim that the Indemnifying Party had the right to any other share of recoveries due to Mount Sinai assume under this SectionSection 9.4 or (ii) the Indemnifying Party is not entitled to assume the defense of the Third Party Claim pursuant to this Section 9.4, the Indemnified Party shall have the right, with counsel of its choice, to defend, conduct and control the defense of the Third Party Claim and/or to settle or consent to the entry of judgment with respect to such Third Party Claim, at the sole cost and expense of the Indemnifying Party. For In each case, the purposes Indemnified Party shall conduct the defense of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, the Third Party Claim actively and must comply with all Sublicensing requirement hereindiligently, and the Fair Market Value Indemnifying Party will provide reasonable cooperation in the defense of the Third Party Claim. The Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party. In connection with any Third Party Claim in the United States, the Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which a Third Party Claim is brought against any Indemnified Party for purposes of any claim that the Indemnified Party may have under this Article IX with respect to such cross license Third Party Claim or the matters alleged therein and agrees that process may be served on the Indemnifying Party with respect to such a claim anywhere in the United States. (e) Each party to this Agreement shall use its commercially reasonable efforts to cooperate and to cause its employees to cooperate with and assist the Indemnified Party or the Indemnifying Party, as the case may be, in connection with the defense of any Third Party Claim, including attending conferences, discovery proceedings, hearings, trials and appeals and furnishing records, information and testimony, as may reasonably be considered Sublicense Incomerequested; provided, that each party shall use its commercially reasonable efforts, in respect of any Third Party Claim of which it has assumed the defense, to preserve the confidentiality of all confidential information and the attorney client and work product privileges.

Procedure. A Party seeking indemnification under this ARTICLE 10 (a“Indemnified Party”) As between shall give prompt written notification to the Partiesother Party (“Indemnifying Party”) of the Claim for which indemnification may be sought (it being understood and agreed, Licensee will have however, that the first right failure by a Party to pursue any Infringement Action against an infringing Third give notice of such Claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this License Agreement except and then only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). Within [*] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on written advice from outside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Claim sufficiently adverse to make unadvisable the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles, the Indemnifying Party shall be responsible for the reasonable fees and expenses of a single counsel to the Indemnified Party in connection therewith. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis or as requested Claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionrespect thereto. The Indemnifying Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of such Claim or consent to any Infringement Action judgment in respect thereof that (i) restricts does not include a complete and unconditional release of the scope ofIndemnified Party from all liability with respect thereto, (ii) adversely affects that imposes any liability or obligation on the enforceability of, (iii) grants a license to, Indemnified Party or (iv) provides any other settlement action that adversely affects acknowledges fault by the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount SinaiIndemnified Party, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. Any Indemnified Party seeking indemnification under this Article VIII shall give written notice (aa “Claim Notice”) As between to the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expenseIndemnifying Party. If, within fifteen (15) days after the notice, pursuant to Section 8.1, The Claim Notice shall include a description in reasonable detail of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of basis for, and nature of, such claim, including the status of facts constituting the basis for such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; claim, and (ii) provide to the other estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party copies in connection with such claim. In the event of any documents relating claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to the Infringement Action promptly upon receipt from any which such Indemnified Party may claim indemnification under Section 8.1 (a “Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorneyClaim”), the Indemnified Party shall give the Indemnifying Party written notice within ten (10) Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with the respect to such Third Party controlling such Infringement Action Claim to the extent reasonably possible, including joining that the Infringement Action if necessary or desirable, Indemnifying Party is prejudiced by such failure of the Non-controlling Indemnified Party’s expenses to be paid by controlling . The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of invoice. such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (cx) Licensee the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition agree to any other share compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license monetary damages which shall be considered as paid by the Indemnifying Party and includes a Sublicense, and must comply with release of the Indemnified Party from all Sublicensing requirement herein, and the Fair Market Value Liability in respect of such cross license Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be considered Sublicense Incomeunreasonably withheld, conditioned or delayed).

Procedure. (ai) As between Following the Partiesdiscovery of any facts or conditions which could reasonably be expected to give rise to either DGI’s Damages or the Shareholders’ Damages, Licensee will have the first right party seeking indemnification under this Agreement (the “Indemnified Party”) shall, within 60 days thereafter, provide written notice to pursue the party from whom indemnification under this Agreement is sought (the “Indemnifying Party”), specifying the factual basis of the claim in reasonable detail to the extent then known by the party seeking indemnification; provided that the failure to give such notice in such time period shall not relieve the Indemnifying Party of its obligations except to the extent it can show prejudice from such failure. (ii) If any Infringement Action against an infringing Indemnified Party receives notice of any matter involving a third party which, if sustained, could give rise to a claim for indemnification hereunder (a “Third Party at its own expense. IfClaim”), the Indemnified Party shall within fifteen the time specified in Section 10(d)(i), provide written notice to the Indemnifying Party of such matter setting forth with reasonable specificity the facts and circumstances as to which such party has received notice; provided, however, that the Indemnified Party shall in any event give written notice to the Indemnifying Party within such period of time as shall be reasonably necessary to allow the Indemnifying Party to respond to any pleading or other document for which a timely response is required; provided further, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party from any obligation hereunder unless, and then solely to the extent, the Indemnifying Party is thereby prejudiced. (15iii) Within 90 days after the notice, pursuant to Indemnifying Party has received the notice described in Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend10(d)(ii) from the Indemnified Party, or otherwise resolve such Infringement Actionshorter period as is required to avoid prejudice in any claim, then Mount Sinai suit or proceeding, the Indemnifying Party shall have the right, but not right to assume and thereafter conduct the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party defense of the status Third Party Claim with counsel of such Infringement Action on a regular basis or as requested by its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party without primary control must conduct the defense of the Infringement ActionThird Party Claim actively and diligently thereafter in order to preserve its rights in this regard; (ii) provide provided further, however, that the Indemnifying Party may not consent to the other Party copies entry of any documents relating judgment or enter into any settlement with respect to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, Claim without the prior written consent of Mount Sinaithe Indemnified Party, which consent shall not be unreasonably withheld or delayed, unless the judgment or proposed settlement involves only the payment of money damages, resolves the claim entirely, and does not impose an injunction or other equitable relief upon the Indemnified Party. For clarityThe Indemnified Party, if at its option and expense, shall have the settlement right to participate in any defense undertaken by the Indemnifying Party with legal counsel of its own selection. (iv) Unless and until the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iii), the Indemnified Party may defend against the Third Party Claim in any manner it reasonably deems appropriate. (v) In no event shall the Indemnified Party consent to the entry of any Infringement Action includes granting judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. (vi) The Indemnified Party and the Indemnifying Party may agree in writing, at any time, as to the existence and amount of a SublicenseThird Party Claim, Licensee shall pay to Mount Sinai royalties on any Net Sales by and, upon the execution of such Sublicensee and a percentage of Sublicense Incomeagreement, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license such Third Party Claim shall be considered as a Sublicensedeemed established. (vii) The Indemnified Party shall provide all information and assistance reasonably requested by the Indemnifying Party in order to evaluate any Third Party Claim and affect any defense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomecompromise or settlement thereof.

Procedure. (ai) As between Each Indemnified Party shall give notice to the PartiesIndemnifying Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall permit the Indemnifying Party to assume the defense of any such claim and any litigation resulting therefrom, Licensee will have provided that counsel for the first right Indemnifying Party who conducts the defense of such claim or any litigation resulting therefrom shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense, and provided further that the failure of any Indemnified Party to pursue any Infringement Action against an infringing Third give notice as provided herein shall not relieve the Indemnifying Party at of its obligations under this Section 7 unless and only to the extent that the Indemnifying Party is materially prejudiced thereby. Notwithstanding the foregoing sentence, the Indemnified Party may retain its own expense. Ifcounsel to conduct the defense of any such claim or litigation, and shall be entitled to be reimbursed by the Indemnifying Party for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such claim or litigation within fifteen (15) 60 days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments receives notice thereof from the other Indemnified Party. Further, any Indemnifying Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses be liable for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be amounts paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a in settlement of any Infringement Action that such claim or obligation only if the Indemnifying Party consents in writing to such settlement (i) restricts which consent shall not be unreasonably withheld). No Indemnifying Party, in the scope ofdefense of any such claim or litigation, shall (ii) adversely affects except with the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement each Indemnified Party) consent to entry of any Infringement Action includes granting judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a Sublicense, Licensee release from all liability in respect to such claim or litigation. Each Indemnified Party shall pay to Mount Sinai royalties on any Net Sales by furnish such Sublicensee information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply reasonably required in connection with all Sublicensing requirement herein, and the Fair Market Value defense of such cross license shall be considered Sublicense Incomeclaim and litigation resulting therefrom.

Procedure. Each Party will notify the other Party in writing if it becomes aware of a claim for which such Party may seek indemnification hereunder. If any Proceeding is instituted against a Party (aor another Company Indemnified Party in the case of Company or another Vertex Indemnified Party in the case of Vertex) As between the Parties, Licensee will have the first right with respect to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, which indemnity may be sought pursuant to Section 8.19.1.1 or 9.1.2, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (the “Indemnifying Party”) and provide the Indemnifying Party with a copy of any suspected infringement complaint, summons or Infringement Actionother written notice that the Company Indemnified Party or Vertex Indemnified Party, Licensee has elected as applicable, receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice will relieve the Indemnifying Party of liability to the Company Indemnified Party or Vertex Indemnified Party under Section 9.1.1 or 9.1.2, as applicable, only to the extent such delay is prejudicial to the Indemnifying Party’s ability to defend such claim; provided that the Indemnifying Party is not contesting the indemnity obligation, the Company Indemnified Party or Vertex Indemnified Party, as applicable, will permit the Indemnifying Party to initiate, defend, control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise (subject to this Section 9.1) and any failure to contest such obligation prior to assuming control will be deemed to be an admission of the obligation to indemnify. The Indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Company Indemnified Party or Vertex Indemnified Party, as applicable, which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the payment of monetary awards for which the Indemnifying Party will be fully responsible. For clarity, if The Indemnified Party will cooperate with the settlement Indemnifying Party in the Indemnifying Party’s defense of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai claim for which indemnity is sought under this Section. For Agreement, at the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, Indemnifying Party’s cost and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeexpense.

Procedure. 10.3.1. Any Odyssey Indemnified Party or ▇▇▇▇▇▇▇ Indemnified Party seeking indemnification hereunder (aeach, an “Indemnified Party”) As between will notify the Parties, Licensee will have Party against whom indemnification is sought (the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15“Indemnifying Party”) days in writing reasonably promptly after the notice, pursuant to Section 8.1, assertion against the Indemnified Party of any suspected infringement Liability in respect of which such Indemnified Party intends to base a claim for indemnification hereunder, but the failure or Infringement Action, Licensee has elected delay to so notify the Indemnifying Party will not relieve such Indemnifying Party of any obligation or liability that it may have to initiate, defend, such Indemnified Party except to the extent that such Indemnifying Party demonstrates that its ability to defend or otherwise resolve such Infringement ActionLiability is adversely affected thereby. 10.3.2. Subject to the provisions of Section 10.3.3, then Mount Sinai shall such Indemnifying Party will have the right, but not upon providing notice to such Indemnified Party of its intent to do so [***] after receipt of the obligationnotice from such Indemnified Party of such Liability, to initiateassume the defense and handling of such Liability, control, pursue, and/or defend at such Infringement Action at its own Indemnifying Party’s sole cost and expense. (b) The 10.3.3. Such Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform will select competent counsel in connection with conducting such defense and handling of such Liability, and such Indemnifying Party will defend and handle the other same in consultation with such Indemnified Party, and will keep such Indemnified Party timely apprised of the status of such Infringement Action on a regular basis or as requested by the Liability. Such Indemnifying Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaiwill not, without the prior written consent of Mount Sinai. For claritysuch Indemnified Party, if the agree to a settlement of such Liability which could lead to liability or create any Infringement Action includes granting financial or other obligation on the part of such Indemnified Party for which such Indemnified Party is not entitled to indemnification hereunder, or would involve any admission of wrongdoing on the part of such Indemnified Party or does not include a Sublicensefull release of claims. Such Indemnified Party will reasonably cooperate with such Indemnifying Party, Licensee shall pay to Mount Sinai royalties on any Net Sales by at the request and cost and expense of such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a SublicenseIndemnifying Party, and must comply with all Sublicensing requirement herein, will be entitled to participate in the defense and the Fair Market Value handling of such cross license shall be considered Sublicense IncomeLiability with its own counsel and at its own cost and expense.

Procedure. (a) As Any Indemnified Person seeking indemnification under this Section 9 shall give notice to a party obligated to provide indemnity hereunder (the “Indemnifying Party”). If the Indemnifying Party does not notify the Indemnified Person in writing within ten (10) Business Days from receipt of such claim that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. In the event of any Action asserted against an Indemnified Person by a third party upon which the Indemnified Person may claim indemnification, the Indemnified Person shall give the Indemnifying Party(ies) notice in writing within ten (10) Business Days of receiving written notice of such asserted Action and, thereafter the Indemnifying Party shall give written notice to the Indemnified Person within ten (10) Business Days after receipt from the Indemnified Person of such notice of claim or demand, indicating whether the Indemnifying Party intends to assume the defense of such claim or demand, and if the Indemnifying Party intends to assume the defense of such claim or demand, the Indemnifying Party shall acknowledge that it has, and shall be deemed to have, accepted and agreed to its indemnification obligations for such claim or demand. If the Indemnifying Party assumes the defense, (i) the Indemnified Person shall have the right to participate in any such defense and to employ separate counsel of its choosing at its cost and expense; provided, however, if there is a potential conflict of interest between the Partiesinterest of the Indemnified Person and the Indemnifying Party, Licensee will have the first right reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party, (ii) the Indemnifying Party shall promptly keep the Indemnified Person reasonably informed of material developments in such claim or demand at all stages thereof and (iii) the Indemnifying Party may not agree to pursue any Infringement Action against an infringing Third compromise or settlement to which the Indemnified Person has not consented in writing, which consent shall not be unreasonably withheld. If the Indemnifying Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected elects not to initiate, defendassume the defense or fails to make such an election within the ten (10) Business Day period, or otherwise resolve such Infringement Actionfails to continue the defense of the Indemnified Person reasonably and in good faith, then Mount Sinai the Indemnified Person may assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Person suffered by it in good faith shall have be conclusive in its favor against the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseIndemnifying Party. (b) The Party controlling Notwithstanding the provisions of Section 9.3(a), in the case of any Infringement Action indemnification under this Agreement in respect of any withholding Tax obligation of an Indemnified Person, the applicable Indemnified Person shall use reasonable efforts to: (i) inform control the relevant audit or other Party of the status proceeding in respect of such Infringement Action on withholding Tax obligation, shall keep the Indemnifying Party reasonably informed of such audit or proceeding, and such Indemnified Person may agree to any compromise or settlement in such respect, which shall be conclusive in such Indemnified Person’s favor against the Indemnifying Party unless the Indemnifying Party reasonably objected to such compromise or settlement following notice of such Indemnified Person’s intention to make such a regular basis or as requested compromise and/or settlement in such respect (provided, however, that any final determination in respect of any withholding Tax obligation of an Indemnified Person by the Party without primary control competent PRC State Administration of Taxation shall nonetheless be conclusive in such Indemnified Person’s favor against the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Indemnifying Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. (a) As between The person intending to claim indemnification under this Section 7 (an “Indemnified Party”) shall promptly notify the Parties, Licensee will have other party (the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15“Indemnifying Party”) days after the notice, pursuant to Section 8.1, of any suspected infringement Claim in respect of which the Indemnified Party intends to claim such indemnification, and a reasonable explanation of the basis for the Claim and the amount of alleged Losses to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or Infringement Actiondeficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) The Indemnifying Party shall assume the defense thereof whether or not such Claim is rightfully brought; provided, Licensee has elected not to initiatehowever, defendthat if the Indemnifying Party assumes the defense, or otherwise resolve such Infringement Action, then Mount Sinai the Indemnified Party shall have the rightright to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but not the obligationfees and expenses of such counsel employed by the Indemnified Party shall be at the sole cost and expense of the Indemnified Party unless the Indemnifying Party consents to the retention of such counsel or unless the named parties to any action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to initiate, control, pursue, and/or assume the defense of and reasonably defend such Infringement Action at its own expenseClaim, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party. (b) The Indemnifying Party controlling shall not be liable for the indemnification of any Infringement Action shall use reasonable efforts to: Claim settled (ior resolved by consent to the entry of judgment) inform without the other Party written consent of the status Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such Infringement Action Claim, the Indemnifying Party shall have the right to settle such Claim; provided, that the Indemnifying Party shall obtain the prior written consent (which shall not be unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on a regular basis any other claims that may be made by or as requested against the Indemnified Party and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party without primary control of and such settlement does not require the Infringement Action; Indemnified Party to take (iior refrain from taking) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee Regardless of who controls the defense, the other party hereto shall not enter into a settlement reasonably cooperate in the defense as may be requested. Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeClaim.

Procedure. If any Momenta Indemnified Party or any Sandoz Indemnified Party (ain each case, an "INDEMNIFIED PARTY") As between receives any written claim or demand which such Indemnified Party believes is the Partiessubject of indemnity hereunder by Sandoz or Momenta as the case may be (in each case, Licensee will have an "INDEMNIFYING PARTY"), the first right Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party; PROVIDED THAT the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party unless the Indemnifying Party demonstrates that the defense of such claim is materially prejudiced by such failure. The Indemnifying Party shall assume and diligently pursue any Infringement Action against an infringing Third Party the defense of such claim, at its own expensecost, with counsel reasonably satisfactory to the Indemnified Party. IfThe Indemnifying Party shall have absolute control of the conduct of the litigation; PROVIDED, within fifteen (15) days after HOWEVER, THAT 12.3.1 the noticeIndemnified Party may, pursuant nevertheless, participate therein through counsel of its choice and at its cost, and shall be permitted to Section 8.1effectively associate with the Indemnifying Party in the defense, the prosecution and the negotiation of any suspected infringement settlement of the claim or Infringement Actiondemand; 12.3.2 the Indemnifying Party shall keep the Indemnified Party informed, Licensee has elected not to initiatethrough the JSC, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of the litigation; EXECUTION COPY 12.3.3 the Indemnifying Party shall provide the Indemnified Party with a reasonable opportunity to review and comment on all pleadings, motions and other papers exchanged with the opposing party or filed with any court by the Indemnifying Party with respect to such Infringement Action on claim or demand (collectively, the "PLEADINGS") and the Indemnifying Party shall consider in good faith any input provided by the Indemnified Party with respect to the Pleadings; and 12.3.4 if the suit includes a regular basis defense of Momenta IP or an Invalidity Claim with respect to Momenta IP or the Joint Collaboration IP (in the event Momenta is the Indemnified Party), then the Indemnifying Party's conduct of the litigation with respect to such claim(s) shall be subject to: a. the approval of Momenta and/or b. any contractual obligations to, or restrictions imposed by, the relevant Third Party licensor. The Party not assuming the defense of any such claim or demand shall render all reasonable assistance to the Party assuming such defense as requested by such defending Party, and all reasonable out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim or demand shall be settled other than by the Party without primary control defending the same, and then only with the consent of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orParty, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee which shall not enter into a be unreasonably withheld; PROVIDED THAT the Indemnified Party shall have no obligation to consent to any settlement of any Infringement Action such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party (subject, in the case of a Settlement, to the terms of Section 4.3) or which agrees that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement element of any Infringement Action includes granting a Sublicenseof Momenta IP or Joint Collaboration IP (in the event Momenta is the Indemnified Party) is invalid, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomenot infringed or unenforceable.

Procedure. (a) As between An indemnified party shall give written notice of any Indemnification Claim under this Section 14 to the Partiesparty or parties required to indemnify ("INDEMNIFYING PARTY") as promptly as practicable, Licensee will have but in any event (i) with respect to any Indemnification Claim arising out of the first right indemnifying party's breach of representations and warranties under this Agreement, prior to pursue the expiration of the survival period provided in Section 14.1 above and (ii) (A) if such Indemnification Claim relates to the assertion against the indemnified party of any Infringement Action against an infringing Third Party at its own expense. Ifclaim or dispute by a third party (a "THIRD PARTY CLAIM"), within fifteen (15) 20 days after the notice, pursuant to Section 8.1, assertion of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defendsuch Third Party Claim, or otherwise resolve (B) if such Infringement ActionIndemnification Claim is not in respect of a Third Party Claim, within 30 days after the discovery by the indemnified party of the facts on which such Indemnification Claim is to be based. Any such notice shall describe the nature of the Indemnification Claim, the amount thereof if then Mount Sinai ascertainable and, if not then ascertainable, the estimated maximum amount thereof, and the provision or provisions of this Agreement on which the Indemnification Claim is based. (i) The indemnifying party shall have the right, but not upon written notice given to the obligationindemnified party at any time after receipt of the notice from the indemnified party of any Third Party Claim, to initiateassume the defense or handling of such Third Party Claim, controlat such indemnifying party's sole expense, pursue, and/or defend such Infringement Action at its own expensein which case the provisions of Section 14.5(b)(ii) below shall govern. (bii) The indemnifying party shall select counsel to conduct the defense or handling of such Third Party controlling any Infringement Action Claim. The indemnifying party shall use reasonable efforts to: (i) inform defend or handle such Third Party Claim in consultation with the other Party indemnified party and shall keep each indemnified party timely apprised of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement ActionClaim. The Party without control of an Infringement Action indemnifying party shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinainot, without the prior written consent of Mount Sinai. For clarityeach indemnified party, if the agree to a settlement of any Infringement Action includes granting a SublicenseThird Party Claim, Licensee shall pay to Mount Sinai royalties unless the settlement (A) provides an unconditional release and discharge of such indemnified party, (B) imposes no material liabilities or obligations on any Net Sales by such Sublicensee indemnified party and a percentage of Sublicense Income, if applicable, in accordance (C) with Article 4 in addition respect to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license monetary provisions of such settlement, could not have a material adverse effect on such indemnified party. The indemnified party shall cooperate with the indemnifying party and shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and entitled to participate in the Fair Market Value defense or handling of such cross license Third Party Claim with its own counsel and at its own expense. An indemnified party shall not, without the prior written consent of the indemnifying party(s), agree to a settlement of any Third Party Claim, unless the indemnified party shall also waive any right to indemnification for the applicable Indemnification Claim. Notwithstanding any other provision of this Agreement, any violation of the terms of the foregoing sentence shall relieve any indemnifying party from any liability to indemnify in respect of the subject matter of the Third Party Claim so settled. (i) If the indemnifying party does not give written notice to the indemnified party, within 30 days after receipt of the notice from the indemnified party of a Third Party Claim, that the indemnifying party has elected to assume the defense or handling of such Third Party Claim, the provisions of Section 14.5(c)(ii) shall govern. (ii) The indemnified party may select counsel in connection with conducting the defense or handling of such Third Party Claim and defend or handle such Third Party Claim in such manner as is reasonable under the circumstances; provided, however, that the indemnified party shall keep the indemnifying party timely apprised of the status of such Third Party Claim and shall not settle such Third Party Claim without the prior written consent of the indemnifying party. Notwithstanding any other provision of this Agreement, any violation of the terms of the foregoing sentence shall relieve any indemnifying party from any liability to indemnify in respect of the subject matter of the Third Party Claim so settled. If the indemnified party defends or handles such Third Party Claim, the indemnifying party shall cooperate with the indemnified party and shall be considered Sublicense Incomeentitled to participate in the defense or handling of such Third Party Claim with its or their own counsel and at its or their own expense.

Procedure. Each Party’s indemnification obligations under Section 14.1 and Section 14.2 are conditioned upon the Party seeking indemnification (athe “Indemnitee”) As between delivering a written notice to the Parties, Licensee other Party (the “Indemnitor”) of any applicable Third Party Claim subject to indemnification hereunder promptly after the Indemnitee becomes aware of such Third Party Claim. The Indemnitor will have no indemnification obligations hereunder to the extent materially prejudiced by any delay by the Indemnitee in providing such notice. The Indemnitor will have the first sole right to pursue defend or settle (subject to the remainder of this Section 14.3) any Infringement Action against an infringing Third Party Claim (using counsel reasonably satisfactory to the Indemnitee). The Indemnitee will cooperate fully with Indemnitor in connection therewith, at the Indemnitor’s expense. The Indemnitee may participate in (but not control) the defense thereof at its own sole cost and expense. If, within fifteen (15) days after The Indemnitor shall keep the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party Indemnitee advised of the status of such Infringement Action on a regular basis or as requested the Third Party Claim and the defense thereof and shall reasonably consider recommendations made by the Party without primary control Indemnitee with respect thereto. The Indemnitee shall not agree to any settlement of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, Claim without the prior written consent of Mount Sinaithe Indemnitee, which shall not be unreasonably withheld, delayed or conditioned. For clarity, if the The Indemnitor shall not agree to any settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition Third Party Claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee without the prior written consent of settling an Infringement Actionthe Indemnitee, a license granted as a non-revenue cross license which shall not be considered as a Sublicenseunreasonably withheld, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomedelayed or conditioned.

Procedure. In the event that any third party claim, action or suit is instituted against an Indemnitee in respect of which indemnity may be sought pursuant to Section 10.1, the Indemnitee will promptly notify the Indemnifying Party in writing (a) As between provided that the Partiesfailure to give such notice promptly will not prejudice the rights of an Indemnitee, Licensee will except † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION to the extent that the failure to give such prompt notice materially adversely affects the ability of the Indemnifying Party to defend the claim, action or suit). Promptly after the Indemnitee gives such written notice, the Indemnifying Party and the Indemnitee shall meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall control the defense of such claim, action or suit. The Indemnitee shall cooperate with the Indemnifying Party in the defense of such claim, action or suit, at the expense of the Indemnifying Party. In any such proceeding, the Indemnitee shall also have the first right to pursue any Infringement Action against an infringing Third Party retain its own counsel at its own expense. IfThe Indemnifying Party shall not be liable for damages with respect to a claim, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement action or Infringement Action, Licensee has elected not to initiate, defend, suit settled or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested compromised by the Party Indemnitee without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Indemnifying Party’s expense (including reasonable fees and other expenses for prior written consent. No offer of settlement, settlement or compromise by the non-controlling Party’s attorney), with the Indemnifying Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to shall be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing binding on behalf of Mount Sinai, an Indemnitee without the Indemnitee’s prior written consent of Mount Sinai. For clarity(which consent shall not be unreasonably withheld, if conditioned or delayed), unless such settlement fully releases the settlement Indemnitee without any liability, loss, cost or obligation to such Indemnitee, provided, however, that the Indemnifying Party shall have no authority to take any action as part of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on such defense or settlement that invalidates or otherwise compromises or renders unenforceable any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and Indemnitees’ Intellectual Property Rights without the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnitees’ express prior written consent.

Procedure. (ai) As between In order for a party (the Parties"indemnified party") to be entitled to any indemnification provided for under this Agreement in respect of, Licensee arising out of or involving a claim made by any third person or entity against the indemnified party (a "Third Party Claim"), such indemnified party must notify the indemnifying party in writing of the Third Party Claim within twenty (20) business days after receipt by such indemnified party of written notice of the Third Party Claim; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the indemnifying party can demonstrate actual monetary prejudice as a direct or indirect result of such failure. Thereafter, the indemnified party shall deliver to the indemnifying party, within five (5) business days' time after the indemnified party's receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Third Party Claim. (ii) If a Third Party Claim is made against an indemnified party, the indemnifying party will be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the indemnifying party but reasonably satisfactory to the indemnified party. Should the indemnifying party so elect to assume the defense of a Third Party Claim which is not based upon a theory of successor liability, the indemnifying party will not be liable to the indemnified party for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. In the case of a Third Party Claim which is based upon a theory of successor liability and in which the indemnified party is a co-defendant with the indemnifying party, the indemnified party shall be entitled to be compensated for its reasonable expense in defending such claim regardless of the offer to assume such defense if the indemnified and indemnifying parties have adverse positions in the matter. If the indemnifying party assumes such defense, the indemnified party shall have the first right to pursue any Infringement Action against an infringing Third Party participate in the defense thereof and to employ counsel, which shall be at its own expense. If, within fifteen (15) days after unless the noticeparties are co-defendants and have adverse positions in the matter, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve in which case the indemnifying party shall bear such Infringement Action, then Mount Sinai shall have expense separate from the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested counsel employed by the Party without primary indemnifying party, it being understood that the indemnifying party shall control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actiondefense. The Party without control of an Infringement Action indemnifying party shall cooperate, at controlling Party’s expense (including be liable for the reasonable fees and expenses of counsel employed by the indemnified party for any period during which the indemnifying party has not assumed the defense thereof (other expenses for than after the non-controlling Party’s attorneytwenty (20)-business day period described in Paragraph 15(e)(i) if the indemnified party shall have failed to give notice of the Third Party Claim). If the indemnifying party chooses to defend or prosecute a Third Party Claim, with all the Party controlling such Infringement Action parties hereto shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention after reasonable notice of the need therefor and (upon the indemnifying party's request) the provision to the extent indemnifying party of records and information which are reasonably possiblerelevant to such Third Party Claim, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses and making employees available on a mutually convenient basis to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement provide additional information and explanation of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomematerial provided hereunder.

Procedure. (a) As between A Person entitled to indemnification under this Article 14 (an “Indemnified Party”) shall give prompt written notification to the PartiesPerson from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, Licensee will have the first right suit or proceeding relating to pursue any Infringement Action against an infringing a Third Party at its own expense. Ifclaim for which indemnification may be sought or, within fifteen (15) days after if earlier, upon the notice, pursuant to Section 8.1, assertion of any suspected infringement or Infringement Actionsuch claim by a Third Party (it being understood and agreed, Licensee has elected however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 14.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to initiate, defend, or otherwise resolve the extent that such Infringement Action, then Mount Sinai shall have the right, but not the obligation, Indemnifying Party is actually damaged as a result of such failure to initiate, control, pursue, and/or defend such Infringement Action at its own expensegive notice). (b) Within [**] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. (c) If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs and expenses, including reasonable attorney’s fees, incurred by the Indemnified Party in defending itself within [**] after receipt of any invoice therefor from the Indemnified Party. (d) The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoicerespect thereto. (cf) Licensee The Indemnified Party shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. (a) As between the Parties, Licensee will have the first right A party or parties hereto agreeing to pursue be responsible for or to indemnify against any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, matter pursuant to Section 8.1this Agreement is referred to herein as the "Indemnifying Party" and the other party or parties claiming indemnity is referred to as the "Indemnified Party." An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to each Indemnifying Party of any suspected infringement or Infringement Actionliability which must give rise to a claim for indemnity under this Agreement promptly (and in any event within sixty (60) business days) upon the receipt of any written claim from any such third party, Licensee has elected not and with respect to initiateother matters for which the Indemnified Party may seek indemnification, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, give prompt written notice to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other each Indemnifying Party of the status of any liability or loss which might give rise to a claim for indemnity; provided, however that any failure to give such Infringement Action notice on a regular timely basis or as requested by the Party without primary control will not waive any rights of the Infringement Action; (ii) provide to the other Indemnified Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action except to the extent reasonably possiblethe rights of the Indemnifying Party are materially prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party may assume the defense of such matter, including joining the Infringement Action if necessary employment of counsel satisfactory to the Indemnified Party and the payment of all expenses relating thereto. The Indemnifying Party shall give written notice to each Indemnified Party of its assumption of the defense of any action, suit or desirable, the Non-controlling Party’s expenses to be paid by controlling Party proceeding within thirty (30) days of invoice. receipt of notice from the Indemnified Party with respect to such matter. The Indemnified Party shall have the right to employ its or their own counsel in any such matter, but the fees and expenses of such counsel shall be the responsibility of such Indemnified Party unless (ci) Licensee the Indemnifying Party shall not enter into have reasonably promptly employed counsel satisfactory to such Indemnified Party or (ii) the Indemnified Party shall have reasonably concluded that the conduct of such proceeding by the Indemnifying Party and counsel of its choosing will prejudice the rights of the Indemnified Party. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. An Indemnifying Party shall not make any settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, it shall not be deemed unreasonable to withhold consent to a settlement involving consideration or relief other than the payment of money. After settlement and payment thereof, the Indemnifying Party shall have no right to dispute or object to the amount of the settlement or a claim for indemnification based thereon. With regard to claims of third parties for such indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party upon the earlier to occur of: (i) the entry of a judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; (iii) a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, claim; or (iv) provides any other settlement action that adversely affects with respect to indemnities for liabilities relating to Taxes, upon the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement issuance of any Infringement Action includes granting resolution by a Sublicensetaxation authority. Notwithstanding the foregoing, Licensee shall pay provided that there is no dispute as to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage the applicability of Sublicense Incomeindemnification, if applicable, in accordance with Article 4 in addition expenses of counsel to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license Indemnified Party shall be considered as reimbursed on a Sublicensecurrent basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims of which identification is payable hereunder, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license indemnification shall be considered Sublicense Incomepaid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Procedure. If a Party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, the Indemnified Party shall: (a) As inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 11.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give notice); (b) permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party so long as (I) such claim solely involves monetary consideration and (II) the Indemnifying Party agrees (as between the Parties, Licensee will have ) to assume sole responsibility for such claim; and (c) cooperate as requested (at the first right to pursue any Infringement Action against an infringing Third expense of the Indemnifying Party) in the defense of the claim. If the Indemnifying Party at its own expense. If, does not assume control of such defense within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party receiving notice of the status of claim from the Indemnified Party, the Indemnified Party shall control such Infringement Action on a regular basis or as requested defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnified Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party in defending itself within thirty (30) days after receipt of invoice. (c) Licensee any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. In the event of any such liability, the indemnifying Party will select counsel reasonably acceptable to the indemnified Party (a) As between such consent not to be unreasonably conditioned, withheld or delayed), and all costs of such counsel will be borne by the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third indemnifying Party. The indemnified Party may at its sole option and at its own expenseexpense engage its own separate counsel to act as co-counsel on its behalf. If, within fifteen (15) days after The exercise by the notice, pursuant indemnified Party of its option to Section 8.1, select co-counsel will in no way limit or modify the indemnifying Party’s obligations set forth in this Section. Each Party reserves the right to provide a defense of any suspected action subject to a reservation of rights, including the right to obtain contribution or indemnity from the other Party (including for attorney’s fees and costs) to the extent it is determined that such other Party is wholly or partially responsible for the loss or damage giving rise to the claims asserted in such action. Upon notice of an alleged infringement or Infringement Actionif in the indemnifying Party’s opinion such a claim is likely, Licensee has elected or alternatively, if the indemnified Party’s rights hereunder are restricted by the indemnifying Party or a valid court order, then the indemnifying Party shall at its option and sole expense: (i) procure the right for the indemnified Party to continue using the alleged infringing material; or (ii) replace the material with non-infringing material which is equivalent in features, functionality and quality; or (iii) modify the material to make it non-infringing while retaining all original features, functionality and quality; or (iv) refund the indemnified Party fees paid for the infringing material based on a depreciated value over 3 years. Notwithstanding the foregoing, WolfePak will not to initiateindemnify, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have hold harmless the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall Customer for Customer’s use reasonable efforts to: (i) inform the other Party of the status Solution or WolfePak Software that is in or purportedly in violation of such Infringement Action on a regular basis any law, whether local, State/Provincial, or as requested by the Party without primary control Federal, of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary United States or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects country. As WolfePak cannot predict every possible circumstance of how the value Customer will use the Solution or WolfePak Software, it is the Customer’s responsibility to ensure its use is not in violation of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomelaw.

Procedure. 10.4.1 Any party seeking indemnification under this Article 10 (athe "Indemnified Party") As between will promptly notify the Partiesparty required to provide indemnity hereunder (the "Indemnifying Party") in accordance with Section 12.15. Notwithstanding the foregoing, Licensee failure to give or delay in giving notice will not release the Indemnifying Party from liability except to the extent that the Indemnifying Party is materially prejudiced thereby. 10.4.2 If the Indemnifiable Loss arises from any claim, demand or liability is asserted by any third party against the Indemnified Party (a "Third-Party Claim"), the Indemnified Party will, upon notice of the claim or demand, promptly notify the Indemnifying Party, and the Indemnifying Party will defend and/or settle any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not promptly defend or settle any such claims, the Indemnified Party will have the first right to pursue control any Infringement Action against an infringing Third Party defense or settlement, at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party expense of the status of such Infringement Action on a regular basis Indemnifying Party. No claim will be settled or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, compromised without the prior written consent of Mount Sinaieach party to be affected by such settlement or compromise, such consent not to be unreasonably withheld. For clarityThe Indemnified Party will at all times also have the right to participate fully in the defense at its own expense; provided Indemnifying Party will pay legal fees of one counsel for Indemnified Party if (a) under applicable standards of conduct, if a conflict on any significant issue exists between any two or more Indemnified Parties, or (b) the settlement Third Party Claim is made both against an Indemnifying Party and an Indemnified Party and the Indemnified Party has been advised by counsel that there are legal defenses available to such Indemnified Party that are materially different from those available to the Indemnifying Party. The parties will cooperate in the defense of all Third-Party Claims that may give rise to Indemnifiable Claims hereunder. In connection with the defense of any Infringement Action includes granting claim, each party will make available to the party controlling such defense, any books, records or other documents within its control that are necessary or appropriate for such defense. 10.4.3 If the Indemnified Party has a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and claim against the Indemnifying Party that does not involve a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling Third-Party Claim (an Infringement Action, a license granted as a non"Inter-revenue cross license shall be considered as a SublicenseParty Claim", and must comply together with all Sublicensing requirement hereina Third-Party Claim, an "Indemnifiable Claim"), the Indemnified Party will notify the Indemnifying Party with reasonable promptness of the claim, specifying the nature, estimated amount and the specific basis for the claim. The Indemnifying Party will respond within 45 days of receipt of the notice of an Inter-Party Claim. If the Indemnifying Party fails to respond, the estimated amount of the claim specified by the Indemnified Party will be conclusively deemed a liability of the Indemnifying Party. If the Indemnifying Party timely disputes the claim, the Indemnified and the Indemnifying Party will negotiate in good faith to resolve the dispute, and the Fair Market Value of such cross license shall if not resolved, will be considered Sublicense Incomesubmitted for resolution pursuant to Article 11.

Procedure. (a) As between In the Partiesevent that, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days from and after the noticeClosing Date, pursuant a third party asserts any claim against any Company Indemnified Party or any Investor Indemnified Party with respect to Section 8.1any matter to which the foregoing indemnities apply, of any suspected infringement or Infringement Actionthe party against whom the claim is asserted (the "Indemnified Party") shall give prompt written notice to the indemnifying party (the "Indemnifying Party"), Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai and the Indemnifying Party shall have the right, but not the obligationat its election, to initiate, control, pursue, and/or defend take over the defense or settlement of such Infringement Action claim at its own expense. (b) The expense by giving prompt written notice to the Indemnified Party; provided, however, that, if the Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform does not give such notice and does not proceed diligently to defend the other Party claim within 30 days after receipt of such notice of the status of claim, the Indemnifying Party shall be bound by any defense or settlement that the Indemnified Party may make as to such Infringement Action on a regular basis or as requested by claim and shall reimburse the Indemnified Party without primary control of the Infringement Action; (ii) provide to the other Party copies of for any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionall losses and expenses resulting therefrom. The Indemnified Party without control of an Infringement Action and the Indemnifying Party shall cooperatecooperate in defending any such third party's claim, at controlling and the Indemnifying Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possiblethe Indemnifying Party elects to defend such claim, including joining shall have reasonable access to records, information and personnel in the Infringement Action if necessary possession or desirablecontrol of any other party hereto which are applicable to the subject matter of any claim or which are otherwise pertinent to the defense of such claim and the Indemnified Party shall otherwise cooperate with the Indemnifying Party in all respects in connection therewith. The Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's reasonable out-of-pocket costs incurred in connection with the activities set forth in the immediately preceding sentence and in enforcing this indemnification. Each party hereto shall have an obligation to retain all relevant records until the period ending on December 31 of the seventh full calendar year following the Closing Date unless such records relate to actions, claims or proceedings known to such party to be pending at the time such records are scheduled not to be retained or unless such records are required to be maintained for longer periods of time under applicable laws, rules or regulations or unless such records relate to taxes, in which case each party hereto shall have an obligation to retain such records for the term of the applicable statute of limitations, as the same may be extended or tolled. Notwithstanding the foregoing, the Non-controlling Party’s expenses to be paid by controlling Indemnifying Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of settle or compromise any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such claim without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if (such consent not to be unreasonably withheld) unless, after consultation between such parties, the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value terms of such cross license shall be considered Sublicense Incomesettlement or compromise release such Indemnified Party from any and all liability with respect to such claim and do not in any manner adversely affect the future operations or activities of such Indemnified Party.

Procedure. (a) As between Any Person seeking indemnification provided for under this Article VIII (an “Indemnified Party”) in respect of, arising out of or involving a claim made by any Person (other than a party hereto) against an Indemnified Party (a “Third Party Claim”), shall promptly notify the Partiesindemnifying party in writing of the Third Party Claim; provided, Licensee will have that failure to give such notice shall not affect the first right to pursue indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying party, as promptly as reasonably practicable following such Indemnified Party’s receipt thereof, copies of all written notices and documents (including any Infringement Action against an infringing court papers) received by such Indemnified Party relating to the Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseClaim. (b) The If a Third Party controlling any Infringement Action Claim is made against an Indemnified Party, the indemnifying party shall use reasonable efforts to: (i) inform be entitled at its election and its cost to assume the other Party of the status defense of such Infringement Action on Third Party Claim with counsel selected by the indemnifying party. If the indemnifying party assumes such defense, the Indemnified Party shall nonetheless have the right to employ counsel separate from the counsel employed by the indemnifying party; provided, that the indemnifying party shall not be liable to such Indemnified Party for any fees of such separate counsel with respect to the defense of such Third Party Claim, unless the employment and reimbursement of such separate counsel is authorized by the indemnifying party in writing. If the indemnifying party does not assume such defense, and for any period during which the indemnifying party has not assumed such defense, the indemnifying party shall be liable for the reasonable fees and expenses of one single counsel (in addition to reasonable fees and expenses of local counsel required in jurisdictions not central to the Third Party Claim) employed (and reasonably acceptable to the indemnifying party) by such Indemnified Party (which reasonable fees and expenses shall be considered Losses for purposes of this Agreement). If the indemnifying party chooses to defend a regular basis Third Party Claim or prosecute a claim in connection therewith, each Indemnified Party shall provide all cooperation as is reasonably requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing indemnifying party in such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary defense or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoiceprosecution. (c) Licensee shall not enter into a settlement of Notwithstanding anything to the contrary in this Section 8.5, no party may settle, compromise or discharge (and in doing so, make any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes reasonable admission of fault or wrongdoing on behalf of Mount Sinai, liability with respect to) such Third Party Claim other than for money damages only without the prior written consent of Mount Sinai. For claritythe other party, subject to such party paying or causing to be paid all amounts arising out of such settlement or obtaining and delivering to such other party, prior to the execution of such settlement, a general release prepared and executed by all Persons bringing such Third Party Claim. (d) An indemnifying party shall not be entitled to assume or continue control of the defense of any Third Party Claim if the Third Party Claim (A) relates to or arises in connection with any criminal proceeding, or (B) seeks an injunction or other equitable relief against any Indemnified Party, or (C) if unsuccessful, (i) would set a precedent that would materially interfere with, or have a material adverse effect on, the business or financial condition of the Indemnified Party (provided that, if the settlement Indemnified Party assumes or continues control of the defense of any Infringement Action includes granting such Third Party Claim pursuant to this clause (i), then such Third Party Claim shall no longer be indemnifiable by the indemnifying party) or (ii) would reasonably be expected to exceed the cap applicable to such a Sublicenseclaim in Section 8.4(b) of this Agreement. (e) In the event an Indemnified Party has a claim against an indemnifying party under Section 8.2 or 8.3 that does not involve a Third Party Claim, Licensee such Indemnified Party shall pay deliver notice of such claim to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage the indemnifying party stating the amount of Sublicense Incomethe Loss, if applicableknown, and method of computation thereof, reasonable supporting documentation relating to such Loss and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed to arise, within ten (10) Business Days of becoming aware of the facts or circumstances giving rise to such claim; provided, that failure to give such notice shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually and materially prejudiced as a result of such failure. The Indemnified Party and the indemnifying party shall, for a period of not less than sixty (60) days following receipt by the indemnifying party of the notice of such claim, negotiate, in accordance with Article 4 in addition good faith, to any other share of recoveries due to Mount Sinai under this Section. For resolve the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicenseclaim, and must comply such Indemnified Party shall not commence Proceedings with all Sublicensing requirement herein, and respect to such claim prior to the Fair Market Value end of such cross license shall be considered Sublicense Incomeperiod.

Procedure. (ai) As between A Party believing that it is entitled to indemnification under Section 6.1 (an “Indemnified Party”) shall give prompt written notification to the Parties, Licensee will have other Party (the first right to pursue “Indemnifying Party”) of the commencement of any Infringement Action against an infringing Claim by a Third Party for which indemnification may be sought or, if earlier, upon the assertion of any such Claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party Claim as provided in this Section 6.1(c) shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually materially prejudiced as a result of such failure to give notice). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Claim with counsel reasonably satisfactory to the Indemnified Party. If a Party believes that a Claim presented to it for indemnification is one as to which the Party seeking indemnification is not entitled to indemnification under Section 6.1, it shall so notify the Party seeking indemnification. (ii) If the Indemnifying Party elects to assume the defense of such Claim, the Indemnified Party may participate in such defense at its own expense. If; provided that if the Indemnified Party reasonably concludes, within fifteen (15) days after based on advice from counsel, that the noticeIndemnifying Party and the Indemnified Party have conflicting interests with respect to such Claim, pursuant the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseIndemnified Party solely in connection therewith. (biii) The Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform keep the other Indemnified Party advised of the status of such Infringement Action on a regular basis or as requested Claim and the defense thereof and shall consider recommendations made by the Indemnified Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and respect thereto. (iv) consider any comments from the other The Indemnified Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition Claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party or adversely affects the Indemnified Party without the prior written consent of settling an Infringement Actionthe Indemnified Party, a license granted as a non-revenue cross license which shall not be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeunreasonably withheld.

Procedure. This Section 10.3 describes the procedure for indemnification of Losses for the Third-Party claims. With respect to Losses relating to the claim of a Party hereto, the procedures provided in Article 10 shall govern. The Party seeking indemnification for third party claims under Sections 10.1 or 10.2 (athe “Indemnified Party”) As between shall promptly notify the Parties, Licensee will have other Party (the first “Indemnifying Party”) in writing of all matters which may give rise to the right to pursue indemnification hereunder; provided, however, that failure to promptly give the notice provided in this Section 10.3 shall not be a defense to the liability of the Indemnifying Party for such claim, but the Indemnifying Party may recover any Infringement Action against an infringing Third actual Losses arising from the Indemnified Party’s failure to give such prompt notice. The Indemnified Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of shall not admit any suspected infringement or Infringement Action, Licensee has elected not to initiate, defendliability with respect to, or otherwise resolve settle, compromise or discharge any such Infringement Action, then Mount Sinai matter covered by this Article 10 without the Indemnifying Party’s prior written consent (which shall not be unreasonably withheld). The Indemnifying Party shall have the right, with the consent of the Indemnified Party (which shall not be unreasonably withheld), to settle all indemnifiable matters under this Article 10 related to claims by Third Parties. In connection with any claim giving rise to indemnity under this Article 10 resulting from or arising out of any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party and an acknowledgement of its indemnity obligations hereunder, assume the defense of any such claim or legal proceeding. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense (which costs and expenses shall not be applied against any indemnity limitation herein), shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in (but not control) the obligationdefense of any such action, to initiate, control, pursue, and/or defend such Infringement Action with its own counsel and at its own expense. , and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party does not assume (bor continue to diligently and competently prosecute) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies defense of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary claim or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, litigation resulting therefrom in accordance with Article 4 the terms hereof, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such claim or litigation in addition such manner as it may deem appropriate, but may not settle such claim or litigation without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. The Indemnified Party will cooperate reasonably with the Indemnifying Party in its efforts to conduct or resolve such matters, including by making available to the Indemnifying Party relevant documents and witnesses. The Indemnified Party and the Indemnifying Party shall keep each other informed of all settlement negotiations with Third Parties and of the progress of any litigation with Third Parties. The Indemnified Party and the Indemnifying Party shall permit each other share of recoveries due reasonable access to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license books and records and shall be considered as a Sublicense, and must comply otherwise cooperate with all Sublicensing requirement herein, and the Fair Market Value reasonable requests of such cross license shall be considered Sublicense Incomeeach other in connection with any indemnifiable matter resulting from a claim by a Third Party.

Procedure. In the event that a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or 12.2, the Indemnified Party shall: (a) As between inform the Partiesother Party (the “Indemnifying Party”) of a Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, Licensee will have however, that the first failure by an Indemnified Party to give notice of a Claim as provided in this Section 12.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice); (b) permit the Indemnifying Party to assume direction and control of the defense of the Claim (including the right to pursue settle the Claim solely for monetary consideration); and (c) cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim. If the Indemnifying Party does not assume control of such defense within 15 days after receiving notice of the Claim from the Indemnified Party, the Indemnified Party may control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and documented costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of any Infringement Action against an infringing Third invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis or as requested Claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionrespect thereto. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Claim without the prior written consent of Mount Sinaithe Indemnifying Party. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition Claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. (a) As between A Person entitled to indemnification under this Article XIV (an “Indemnified Party”) shall give prompt written notification to the PartiesPerson from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, Licensee will have the first right suit or proceeding relating to pursue any Infringement Action against an infringing a Third Party at its own expense. Ifclaim for which indemnification may be sought or, within fifteen (15) days after if earlier, upon the notice, pursuant to Section 8.1, assertion of any suspected infringement or Infringement Actionsuch claim by a Third Party (it being understood and agreed, Licensee has elected however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 14.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to initiate, defend, or otherwise resolve the extent that such Infringement Action, then Mount Sinai shall have the right, but not the obligation, Indemnifying Party is actually damaged as a result of such failure to initiate, control, pursue, and/or defend such Infringement Action at its own expensegive notice). (b) The Party controlling any Infringement Action shall use reasonable efforts to: Within twenty (i20) inform the other Party of the status days after delivery of such Infringement Action on a regular basis or as requested by notification, the Indemnifying Party without primary may, upon written notice thereof to the Indemnified Party, assume control of the Infringement Action; (ii) provide defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the other Indemnified Party. (c) If the Indemnifying Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without does not assume control of an Infringement Action such defense, the Indemnified Party shall cooperatecontrol such defense and, at controlling without limiting the Indemnifying Party’s expense (indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs and expenses, including reasonable fees and other expenses for attorney’s fees, incurred by the non-controlling Party’s attorney), with the Indemnified Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party in defending itself within thirty (30) days after receipt of invoiceany invoice therefor from the Indemnified Party. (cd) Licensee The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. (f) The Indemnified Party shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. (a) As between Each Party shall notify the Parties, Licensee will have other in the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 8.111. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 11, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai Party (the “Indemnified Party”) shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform provide the other Party of (the status “Indemnifying Party”) with prompt written notice of such Infringement Action on a regular basis or as requested by proceeding (the “Indemnification Claim Notice”). Promptly after the Indemnifying Party without primary control receives the Indemnification Claim Notice, the Indemnifying Party and Indemnified Party shall meet to [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. discuss how to respond to any claims that are the subject matter of such proceeding. At its option, the Infringement Action; (ii) provide to Indemnifying Party may assume the other Party copies defense of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior claim subject to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses indemnification as provided for the non-controlling Party’s attorney), with the Party controlling such Infringement Action in this Section 11.3 by giving written notice to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Indemnified Party within thirty (30) days (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than seventy (70) days, provided that the Indemnified Party makes all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of invoice. an Indemnification Claim Notice, provided that (ca) Licensee the claim solely seeks monetary damages and (b) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnifying Party may, at any time, assume all such defense if the Litigation Conditions are not enter into satisfied at any time. Upon assuming the defense of a Third Party claim in accordance with this Section 11.3, the Indemnifying Party shall be entitled to appoint lead counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as otherwise set forth in this Section 11.3, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party claim. Without limiting this Section 11.3, any Infringement Action Indemnified Party will be entitled to participate in, but not control, the defense of a Third Party claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnified Party’s own expense unless (i) restricts the scope ofemployment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) adversely affects the enforceability of, Indemnifying Party has failed to assume and actively further the defense and employ counsel in accordance with this Section 11.3 (in which case the Indemnified Party will control the defense) or (iii) grants the Indemnifying Party no longer satisfies the Litigation Conditions. With respect to any Liability relating solely to the payment of money damages in connection with a license toThird Party claim that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which the Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party hereunder, and subject to the Litigation Conditions being satisfied, the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (iv) provides provided that such terms shall include a complete and unconditional release of the Indemnified Party from all liability with respect thereto), and will transfer to the Indemnified Party all amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Liabilities in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 11.3, the Indemnifying Party will have authority to consent to the entry of any other judgment, enter into any settlement action or otherwise dispose of such Liability provided that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without it obtains the prior written consent of Mount Sinaithe Indemnified Party (which consent will be at the Indemnified Party’s reasonable discretion). For clarity, if The Indemnifying Party that has assumed the settlement defense of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, the Third Party claim in accordance with Article 4 this Section 11.3 will not be liable for any settlement or other disposition of a Liability by an Indemnified Party (but in addition no event to include any other share court judgment or judicial or administrative order or [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. disposition) that is reached without the written consent of recoveries due such Indemnifying Party. No Indemnified Party will admit any liability with respect to, or settle, compromise or discharge, any Third Party claim without first offering to Mount Sinai under the Indemnifying Party the opportunity to assume the defense of the Third Party claim in accordance with this SectionSection 11.3. For If the purposes of settling an Infringement ActionIndemnifying Party chooses to defend or prosecute any Third Party claim, a license granted the Indemnified Party will cooperate in the defense or prosecution thereof and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as a non-revenue cross license shall may be considered as a Sublicensereasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying Party to, and must comply with all Sublicensing requirement hereinreasonable retention by the Indemnified Party of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and the Fair Market Value of Indemnifying Party will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in connection with such cross license shall be considered Sublicense Incomecooperation.

Procedure. (a) As between A Fulcrum Indemnitee or a GSK Indemnitee seeking indemnification pursuant to this Article VIII (an “Indemnified Party”) shall give prompt written notice to the Parties, Licensee will have Party from whom indemnification is sought (the first right to pursue “Indemnifying Party”) of the commencement or assertion of any Infringement Action against an infringing Third Party at Claim for which indemnification may be sought (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party Claim as provided in this Section 8.3 shall not relieve the Indemnifying Party of its own expense. If, within fifteen (15) days after indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense). (b) Within [**] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by the Indemnified Party in defending itself within [**] after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided, however, that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on written advice from outside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim sufficiently adverse to make unadvisable the representation by the same counsel of both Parties under Law, ethical rules or equitable principles, the Indemnifying Party shall be responsible for the reasonable fees and expenses of a single counsel to the Indemnified Party in connection therewith. The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis or as requested Third Party Claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoicerespect thereto. (c) Licensee The Indemnified Party shall not enter into agree to any settlement of such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, delayed or conditioned; provided, that, if the Indemnifying Party does not assume the defense of such Third Party Claim in accordance with Section 8.3(b), the Indemnified Party may thereafter agree to a settlement of such Third Party Claim that does not impose obligations on the Indemnifying Party that are more burdensome than the Indemnifying Party’s indemnification obligations under this Agreement. The Indemnifying Party shall not agree to any Infringement Action settlement of such Third Party Claim or consent to any judgment in respect thereof that (i) restricts does not include a complete and unconditional release of the scope ofIndemnified Party from all liability with respect thereto, (ii) adversely affects that imposes any liability or obligation on the enforceability of, (iii) grants a license to, Indemnified Party or (iv) provides any other settlement action that adversely affects acknowledges fault by the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount SinaiIndemnified Party, without the prior written consent of Mount Sinai. For claritythe Indemnified Party. (d) Any indemnification hereunder for a Third Party Claim shall be made net of any insurance proceeds actually recovered by the Indemnified Party from unaffiliated Third Parties for such Third Party Claim to the extent that such insurance proceeds actually reduce the amount of such Third Party Claim; provided, however, that if, following the indemnification payment to the Indemnified Party of any amount under this Article VIII, such Indemnified Party recovers any such insurance proceeds in respect of the Third Party Claim for which such indemnification payment was made, the Indemnified Party shall promptly pay the Indemnifying Party an amount equal to the excess of the indemnification payment received over the amount of the indemnification payment that would have been due if the settlement insurance proceeds had been received, realized or recovered before the indemnification payment was made. (e) The Parties agree and acknowledge that the provisions of this Article VIII represent any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance Indemnified Party’s exclusive recourse with Article 4 in addition respect to any other share of recoveries due Losses for which indemnification is provided to Mount Sinai such Indemnified Party under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeArticle VIII.

Procedure. (a) As between In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the Partiesdiscovery of the matters giving rise to any Losses, Licensee notify the indemnifying party under this Article XII (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been prejudiced as a result of such failure. Thereafter, the first right Indemnified Party will deliver to pursue any Infringement Action against an infringing Third Party at its own expense. Ifthe Indemnifying Party, within fifteen (15) days a reasonable period of time after the noticeIndemnified Party’s receipt of such request, pursuant all information and documentation reasonably requested by the Indemnifying Party with respect to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseLosses. (b) If the indemnification sought pursuant hereto involves a claim made by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying Party will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party controlling will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any Infringement Action shall use reasonable efforts to: period during which the Indemnifying Party has not assumed the defense thereof (i) inform other than during any period in which the other Indemnified Party will have failed to give notice of the status of such Infringement Action on Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a regular basis or as requested by the Third Party without primary control Claim, all of the Infringement Action; (ii) provide parties hereto will cooperate in the defense or prosecution [****] = 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. Confidential treatment has been requested with respect to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoiceomitted portions. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. (a) As between Each Party will notify the Parties, Licensee will have the first right other Party in writing if it becomes aware of a claim for which such Party may seek indemnification hereunder. If any Procedure is instituted against a Party with respect to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, which indemnity may be sought pursuant to Section 8.18.1.1 or 8.1.2, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (the “Indemnifying Party”) and provide the Indemnifying Party with a copy of any suspected infringement complaint, summons or Infringement Actionother written notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice will relieve the Indemnifying Party of liability to the Indemnified Party under Section 8.1.1 or 8.1.2, Licensee has elected as applicable, only to the extent such delay is prejudicial to the Indemnifying Party’s ability to defend such claim. Provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to initiate, defend, control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise (subject to this Section 8.1) and any failure to contest such obligation prior to assuming control will be deemed to be an admission of the obligation to indemnify. The Indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such Infringement Actionclaim without the Indemnified Party’s prior written consent, then Mount Sinai shall have which will not be unreasonably withheld, conditioned or delayed; provided that such consent will not be required with respect to any settlement involving only the rightpayment of monetary awards for which the Indemnifying Party will be fully-responsible. The Indemnified Party will cooperate with the Indemnifying Party in the Indemnifying Party’s defense of any claim for which indemnity is sought under this Agreement, but not at the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own Indemnifying Party’s cost and expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. (a) As between Any party seeking indemnification with respect to any Loss (the Parties"INDEMNIFIED PARTY") will promptly notify the party required to provide indemnity hereunder (the "INDEMNIFYING PARTY") in accordance with Section 10.11. Notwithstanding the foregoing, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, failure of any suspected infringement or Infringement ActionIndemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, Licensee except and to the extent that the Indemnifying Party has elected not to initiate, defend, or otherwise resolve been prejudiced thereby in defending against such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseclaim. (b) The If any claim, demand or liability is asserted by any third party against any Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (iother than a claim for Taxes addressed in Section 6.1(e)(i)) inform (a "THIRD-PARTY CLAIM"), the other Indemnified Party will, upon notice of the status claim or demand, promptly notify the Indemnifying Party, and the Indemnifying Party will defend and/or settle any actions or proceedings brought against the Indemnified Party in respect of such Infringement Action on a regular basis or as requested matters embraced by the indemnity with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party without primary does not promptly defend or settle any such claims, the Indemnified Party will have the right to control any defense or settlement, at the expense of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement ActionIndemnifying Party. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary No claim will be settled or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, compromised without the prior written consent of Mount Sinaieach party to be affected by such settlement or compromise, with such consent not being unreasonably withheld. For clarityThe Indemnified Party will at all times also have the right to participate fully in the defense. Such participation shall be at the defense of the Indemnified Party unless the Indemnified Party shall have been advised by counsel retained by the Indemnifying Party that representation of the Indemnified Party by counsel provided by the Indemnifying Party would be inappropriate due to actual conflicting interests between the Indemnifying Party and the Indemnified Party, including situations in which there are one or more substantial legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party. The parties will cooperate in the defense of all Third-Party Claims that may give rise to Indemnifiable Claims hereunder. In connection with the defense of any claim, each party will make available to the party controlling such defense, any books, records or other documents within its control that are reasonably requested in the course of such defense. (c) [Reserved] (d) If the Indemnified Party has a claim against the Indemnifying Party that does not involve a Third-Party Claim (an "INTER-PARTY CLAIM"; and together with a Third-Party Claim, an "INDEMNIFIABLE CLAIM"), the Indemnified Party will notify the Indemnifying Party with reasonable promptness of the claim, specifying the nature, estimated amount and the specific basis for the claim. The Indemnifying Party will respond within 45 days of receipt of the notice of an Inter-Party Claim. If the Indemnifying Party fails to respond, the estimated ▇▇▇▇▇▇ 60 EXECUTION amount of the claim specified by the Indemnified Party will be conclusively deemed a liability of the Indemnifying Party. If the Indemnifying Party timely disputes the claim, the Indemnified and the Indemnifying Party will negotiate in good faith to resolve the dispute, and if not resolved, either party may pursue whatever remedies it may have. (e) If any Loss is covered by insurance, the Indemnified Party will use good faith efforts to exhaust claims against the applicable policies. The provisions of this Article IX are subject to the rights of any Indemnified Party's insurer that may be defending any such claim. If the Indemnifying Party makes any payment hereunder of a Loss, the Indemnifying Party will be subrogated, to the extent of the payment, to the rights of the Indemnified Party against any insurer or third party with respect to the Loss. The Indemnifying Party shall pay all costs and expenses for pursuing any claims hereunder. Notwithstanding the foregoing, Buyer and Seller acknowledge and agree that, with respect to Indemnifiable Claims, the Indemnified Party may seek payment directly against the Indemnifying Party, without having first to pursue its claims against an insurer, if such Loss is (and following receipt of a payment from such insurer, the settlement of Indemnified Party will remain) covered by the Indemnified Party's insurance. If an Indemnifying Party pays the Loss directly to the Indemnified Party, the Indemnified Party will use commercially reasonable efforts to assist the Indemnifying Party in pursuing any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For claims against the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeapplicable policies.

Procedure. (a) As between In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement, such Indemnified Party will, within a reasonable period of time following the Partiesdiscovery of the matters giving rise to any Losses, Licensee notify the indemnifying party under this Article XII (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of such Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give such notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been prejudiced as a result of such failure. Thereafter, the first right Indemnified Party will deliver to pursue any Infringement Action against an infringing Third Party at its own expense. Ifthe Indemnifying Party, within fifteen (15) days a reasonable period of time after the noticeIndemnified Party’s receipt of such request, pursuant all information and documentation reasonably requested by the Indemnifying Party with respect to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseLosses. (b) If the indemnification sought pursuant hereto involves a claim made by a third party against the Indemnified Party (a “Third Party Claim”), the Indemnifying Party will be entitled to assume the defense of such Third Party Claim at its own expense with counsel selected by the Indemnifying Party. Should the Indemnifying Party so elect to assume the [****] = 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. Confidential treatment has been requested with respect to the omitted portions. defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Indemnifying Party assumes such defense, the Indemnified Party will have the right to participate in the defense thereof and to employ counsel, at its own expense (which expense shall not constitute a Loss), separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will control such defense. The Indemnifying Party controlling will be liable for the reasonable and documented fees and expenses of counsel employed by the Indemnified Party for any Infringement Action shall use reasonable efforts to: period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party will have failed to give notice of the Third Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, it will defend or prosecute it diligently and the Indemnifying Party will obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld) before entering into any settlement, compromise or discharge of such Third Party Claim if (i) inform the other Party of the status of such Infringement Action on a regular basis settlement, compromise or as requested by the Party without primary control of the Infringement Action; discharge does not relate solely to monetary damages, (ii) provide such settlement, compromise or discharge does not expressly unconditionally and completely release the Indemnified Party from all Losses and liabilities with respect to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any such Third Party and/or, if practicable, prior to filing such documents; Claim and (iii) consult the Indemnifying Party is not directly paying the full amount of the Losses in connection with such Third Party Claim. Whether or not the other Indemnifying Party regarding will have assumed the advisability defense of a Third Party Claim, the Indemnified Party will not admit any contemplated course of action; and (iv) consider any comments from liability with respect to, or settle, compromise or discharge, such Third Party Claim without the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Indemnifying Party’s expense prior written consent (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses not to be paid by controlling Party within thirty (30) days of invoiceunreasonably withheld). (c) Licensee If an indemnification payment is received by Buyer Indemnified Party or Seller Indemnified Party, as applicable, and such Indemnified Party later receives insurance proceeds in respect of the related Losses or other recoveries under section 12.4(a)(ii) above that were not previously credited against such indemnification payment when made, such Indemnified Party shall not enter into a settlement promptly pay to the Indemnifying Party, an amount equal to the lesser of (A) such insurance proceeds or other recoveries, with respect to such Losses and (B) the net indemnification payment previously paid by such Indemnifying Party with respect to such Losses. Each Indemnified Party shall use reasonable and good faith efforts to collect amounts available under available insurance coverage and promptly and diligently pursue such claims relating to any Losses for which it is seeking indemnification. (d) Each Indemnified Party shall take, and shall cause its Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any Infringement Action event or circumstance that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license would reasonably be expected to, or (iv) provides any other settlement action such Indemnified Party believes does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Productgives rise to such Loss; provided, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay that such failure to Mount Sinai royalties on any Net Sales by use such Sublicensee and a percentage of Sublicense Income, if applicable, efforts in accordance with Article 4 the - 42- [****] = Certain confidential information contained in addition this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to any other share Rule 24b-2 of recoveries due the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to Mount Sinai the omitted portions. foregoing shall not relieve the Indemnifying Party of its indemnification obligations under this Section. For Article XII except and only to the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and extent that the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnifying Party is prejudiced thereby.

Procedure. (a) As between In the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing event of a claim by a Third Party against any Person entitled to indemnification under this Agreement, the Party claiming indemnification on behalf of such Person (in such capacity, the “Indemnified Party”) shall promptly notify the other Party (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its own expensesole expense and with counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. IfIf the Indemnifying Party does not undertake such defense, within fifteen (15) days after the noticeIndemnified Party may control such defense but shall not be entitled to indemnification hereunder if it does not then control such defense. The Party not controlling such defense shall cooperate with the other Party and may, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own option and expense. , participate in such defense; provided, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party (bor the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnified Party’s counsel may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the indemnified Persons solely in connection therewith. The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies with respect thereto. Except if the Indemnifying Party did not undertake defense of the claim or if the Indemnifying Party and the Indemnified Party (or the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel, as provided above, the Indemnifying Party shall not be liable for any documents relating to litigation costs or expenses incurred by the Infringement Action promptly upon receipt from any Third Indemnified Party and/or, if practicable, prior to filing such documents; (iiior the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) consult with without the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement ActionIndemnifying Party’s written consent. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee any Person seeking indemnification under this Agreement shall not enter into a settlement settle any such action, suit, proceeding or claim without the prior written consent of any Infringement Action that (i) restricts the scope ofIndemnifying Party, (ii) adversely affects the enforceability ofwhich shall not be unreasonably withheld, (iii) grants a license to, delayed or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaiconditioned. The Indemnifying Party shall not settle, without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if the settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicableproceeding or claim, in accordance with Article 4 in addition or consent to any judgment in respect thereof, that (a) does not include a complete and unconditional release of the Indemnified Party (and the relevant INFI Indemnitees or Licensee Indemnitees seeking indemnification) from all liability with respect thereto, (b) imposes any liability or obligation on the Indemnified Party (or any relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification), (c) permits any injunction, declaratory judgment, other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a order or other non-revenue cross license shall monetary relief to be considered as a Sublicenseentered, and must comply with all Sublicensing requirement hereindirectly or indirectly against the Indemnified Party (or any relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification), and or (d) acknowledges fault by the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party (or any relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification).

Procedure. Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (aincluding any governmental investigation) As between will be instituted involving any Indemnified Party, such Indemnified Party will give prompt written notice of the Partiesindemnity claim to the Indemnifying Party and provide a copy to the Indemnifying Party of any complaint, Licensee summons or other written or verbal notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will have relieve the first right Indemnifying Party of liability to pursue the Indemnified Party under this ARTICLE 13 only to the extent such delay is prejudicial to the Indemnifying Party’s ability to defend such claim. Provided that the Indemnifying Party is not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any Infringement Action against an infringing Third Party at its own expense. Iflitigation relating to such claim and the disposition of such claim by [***] = Certain confidential information contained in this document, within fifteen (15) days after marked by brackets, has been omitted and filed separately with the notice, Securities and Exchange Commission pursuant to Section 8.1Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Table of Contents negotiated settlement or otherwise and any suspected infringement or Infringement Action, Licensee has elected failure to contest prior to assuming control will be deemed to be an admission of the obligation to indemnify. The Indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim and will not to initiate, defend, settle or otherwise resolve such Infringement Actionclaim without the Indemnified Party’s prior written consent, then Mount Sinai shall have which will not be withheld, delayed or conditioned unreasonably, other than settlements only involving the rightpayment of monetary awards for which the Indemnifying Party will be fully-responsible. The Indemnified Party will cooperate with the Indemnifying Party in such Party’s defense of any claim for which indemnity is sought under this Agreement, but not at the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own Indemnifying Party’s sole cost and expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. All claims for indemnification shall be asserted and resolved as follows: (a) As between An Indemnitee shall promptly give the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, Indemnitor notice of any suspected infringement matter that an Indemnitee has determined has given or Infringement Actioncould give rise to a right of indemnification under this Agreement, Licensee has elected stating the amount of the Damages, if known, and method of computation thereof, all with reasonable particularity, and stating with particularity the nature of such matter. Failure to provide such notice shall not affect the right of an Indemnitee to initiate, defend, or otherwise resolve indemnification except to the extent such Infringement Action, then Mount Sinai failure shall have resulted in liability to the right, but not Indemnitor that actually could have been avoided had such notice been provided within the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenserequired time period. (b) The Party controlling obligations and liabilities of an Indemnitor with respect to Damages arising from claims of any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide third party that are subject to the other Party copies indemnification provided for in this Article VI ("THIRD PARTY CLAIMS") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnitee receives notice of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orClaim, if practicablethe Indemnitee shall give the Indemnitor prompt notice of such Third Party Claim and the Indemnitor may, prior at its option, assume and control the defense of such Third Party Claim at the Indemnitor's expense and through counsel of the Indemnitor's choice reasonably acceptable to filing the Indemnitee. If the Indemnitor assumes the defense against any such documents; (iii) consult Third Party Claim as provided above, the Indemnitee shall have the right to participate at its own expense in the defense of such asserted liability, shall cooperate with the other Indemnitor in such defense and will use commercially reasonable efforts to make available on a reasonable basis to the Indemnitor all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as reasonably required by the Indemnitor. If the Indemnitor does not elect to conduct the defense against any such Third Party regarding Claim, the advisability Indemnitor shall pay all reasonable costs and expenses of any contemplated course of action; such defense as incurred and shall cooperate with the Indemnitee (ivand be entitled to participate) consider any comments from in such defense and will use commercially reasonable efforts to make available to it on a reasonable basis all such witnesses, records, materials and information in its possession or under its control relating thereto as reasonably required by the other Party regarding the Infringement ActionIndemnitee. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses Except for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action a Third Party Claim that (i) restricts involves the scope ofpayment of money only and for which the Indemnitee is totally indemnified by the Indemnitor, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, no Third Party Claim may be settled without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnitee.

Procedure. Promptly after the discovery by the Party seeking indemnification under Section 6.2 or Section 6.3 herein (the “Indemnified Party”) of any Loss, claim or breach, including any claim by a Third Party (a “Third Party Claim”) that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall give written notice to the Party against whom indemnity is sought (the “Indemnifying Party”); provided that, no delay on the part of the Indemnified Party in notifying the Indemnifying Party shall relieve the Indemnifying Party of any liability or obligation hereunder, except to the extent that the Indemnifying Party has been prejudiced thereby, and then only to such extent. The Indemnifying Party shall assume the defense of the Third Party Claim and retain reputable counsel reasonably satisfactory to the Indemnified Party to represent the Indemnifying Party and the Indemnifying Party shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai Parties shall have mutually agreed to the rightretention of such counsel, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) the named parties to any such proceeding (including any impleaded parties) include the Parties and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (c) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently defend a Third Party Claim it has assumed per the Indemnified Party’s request. All such fees and expenses incurred pursuant to this Section 6.5 shall be reimbursed as they are incurred. In the event that the Indemnified Party assumes the defense of any Third Party Claim, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. The Indemnifying Party controlling shall not be liable for any Infringement Action settlement of any proceeding without its prior written consent (which shall use reasonable efforts to: not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any Third Party Claim unless (a) such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding and (b) it would not result in (i) inform the other Party imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the status Indemnified Party or any of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope ofits Affiliates, (ii) adversely affects a finding or admission of a violation of Applicable Law or violation of the enforceability of, rights of any Person by the Indemnified Party or any of its Affiliates or (iii) grants a license to, any monetary liability of the Indemnified Party arising from such Third Party Claim that shall not be promptly paid or (iv) provides any other settlement action that adversely affects reimbursed by the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnifying Party.

Procedure. Each Party shall notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Article 14. In case any proceeding (aincluding any governmental investigation) As between shall be instituted involving either Party in respect of which indemnity may be sought pursuant to this Article 14, such Party (the Parties, Licensee will have “Indemnified Party”) shall promptly notify in writing the first right Party obligated to pursue any Infringement Action against an infringing Third indemnify such Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.114.1 or Section 14.2 (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party shall meet to discuss how to respond to any claims that are the subject matter of such proceeding, provided that any delay in providing such notification shall only limit the Indemnifying Party’s obligation to the extent of any suspected infringement or Infringement Actionthe actual prejudice caused to the Indemnifying Party by such delay. The Indemnifying Party, Licensee has elected not upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to initiatethe Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. If the Indemnifying Party assumes the defense of the Liability, defend, or otherwise resolve such Infringement Action, then Mount Sinai it shall have keep the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party advised of the status of such Infringement Action on a regular basis or as requested Liability and the defense thereof and shall consider recommendations made by the Indemnified Party without primary control with respect thereto. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Infringement Action; Indemnified Party unless (iia) provide the Indemnifying Party and the Indemnified Party shall have mutually agreed to the other retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party copies and the Indemnified Party and representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses incurred pursuant to Section 14.1 or Section 14.2 shall be reimbursed as they are incurred. The Indemnifying Party shall not be liable for any settlement of any documents relating proceeding unless effected with its written consent, which shall not be unreasonably withheld. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding. If the Parties cannot agree as to the Infringement Action promptly upon receipt from application of Section 14.1 or Section 14.2 to any Third Party and/orparticular claim, if practicable, prior the Parties may conduct separate defenses of such claim and reserve the right to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments claim indemnity from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 Section 14.1 or Section 14.2 above in addition to any other share accordance with Section 15.3 upon resolution of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeunderlying claim.

Procedure. A party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement promptly (aand in any event within ten (10) business days) upon the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to each Indemnifying Party of any liability or loss which might give rise to a claim for indemnity; provided, however, that any failure to give such notice on a timely basis will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. As between to any claim, action, suit or proceeding by a third party, the PartiesIndemnifying Party may assume the defense of such matter, Licensee will have including the first right employment of counsel reasonably satisfactory to pursue the Indemnified Party and the payment of all expenses relating thereto. The Indemnifying Party shall give written notice to each Indemnified Party of its assumption of the defense of any Infringement Action against an infringing Third Party at its own expense. Ifaction, suit or proceeding within fifteen (15) days after of receipt of notice from the notice, pursuant Indemnified Party with respect to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai matter. The Indemnified Party shall have the rightright to employ its or their own counsel in any such matter, but the fees and expenses of such counsel shall be the responsibility of such Indemnified Party unless (i) the Indemnifying Party shall not have reasonably promptly employed counsel reasonably satisfactory to such Indemnified Party or (ii) the obligationIndemnified Party shall have reasonably concluded that the conduct of such proceedings by the Indemnifying Party and counsel of its choosing will prejudice the rights of the Indemnified Party. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to initiatesuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Indemnifying Party shall not make any settlement of any claim without the written consent of the Indemnified Party, controlwhich consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, pursueit shall not be deemed unreasonable to withhold consent to a settlement involving consideration or relief other than the payment of money. After settlement and payment thereof, and/or defend the Indemnifying Party shall have no right to dispute or object to the amount of the settlement or a claim for indemnification based thereon. With regard to claims of third parties for which indemnification is payable hereunder, such Infringement Action at its own expense. (b) The indemnification shall be paid by the Indemnifying Party controlling any Infringement Action shall use reasonable efforts toupon the earlier to occur of: (i) inform the other entry of a non-appealable judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five days prior to the status of such Infringement Action on a regular basis or as requested by date that the Party without primary control of judgment creditor has the Infringement Actionright to execute the judgment; (ii) provide to the other Party copies entry of any documents relating to a judgment or appellate decision against the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documentsIndemnified Party; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, claim; or (iv) provides any other settlement action that adversely affects with respect to indemnities for liabilities relating to Taxes, upon the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement issuance of any Infringement Action includes granting resolution by a SublicenseTaxation authority. Notwithstanding the foregoing, Licensee shall pay expenses of counsel to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license Indemnified Party shall be considered as reimbursed on a Sublicensecurrent basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license indemnification shall be considered Sublicense Incomepaid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Procedure. To the extent reasonably feasible, the Party entitled to indemnification under Section 12.1.1 or 12.1.2 above (athe “Indemnified Party”) As between the Parties, Licensee will have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform notify the other Party (the “Indemnifying Party”) in writing of any Claim that, in Indemnified Party’s reasonable judgment, is likely to lead to a claim for indemnification. The Indemnifying Party shall promptly assume the entire defense of such Claim following the Indemnified Party’s written notice and reimburse the Indemnified Party for all expenses incurred prior to the Indemnifying Party’s assuming the defense of such Claim. The Indemnifying Party may settle a claim on terms which provide only for monetary relief, include a full release of the status Indemnified Party and do not include any admission of such Infringement Action on a regular basis liability, wrongdoing, infringement or as requested invalidity or unenforceability of patent rights owned or controlled by the Indemnified Party. Save as aforesaid, neither the Indemnifying Party without primary control of nor the Infringement Action; (ii) provide to Indemnified Party shall acknowledge the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope validity of, (ii) adversely affects the enforceability of, (iii) grants a license to, compromise or (iv) provides otherwise settle any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe other Party, which shall not be unreasonably withheld or delayed. For clarityThe Indemnified Party shall use cooperate with the Indemnifying Party in the defense of the Claim at the Indemnifying Party’s sole expense. The Indemnified Party may hire its own counsel, if at its own expense, to monitor, but not control, the settlement defense of any Infringement Action includes granting a Sublicense, Licensee shall pay Claim. The Indemnified Party and the Indemnifying Party may execute such mutually acceptable confidentiality and joint defense agreements to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted protect privileged materials as a non-revenue cross license shall be considered usual and customary in such proceedings and as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomereasonably requested in writing by either the Indemnified Party or the Indemnifying Party.

Procedure. (a) As between A Party that intends to claim indemnification under this Section 9.2 shall promptly inform the Parties, Licensee will have the first right to pursue indemnifying Party in writing of any Infringement Action against an infringing Third Party Claim, in respect of which the indemnitee intends to claim such indemnification. The indemnified Party shall provide the indemnifying Party with reasonable assistance, at the indemnifying Party’s expense, in connection with the defense of the Third Party Claim for which indemnity is being sought. The indemnitee may participate in and monitor such defense with counsel of its own choosing at its own sole expense. If; provided, within fifteen (15) days after however, the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai indemnitor shall have the right, but not right to assume and conduct the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party defense of the status Third Party Claim with counsel of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from its choice. The indemnitor shall not settle any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, Claim without the prior written consent of Mount Sinai. For claritythe indemnified Party, if not to be unreasonably withheld or delayed, unless the settlement involves only the payment of money. So long as the indemnitor is actively defending the Third Party Claim in good faith, the indemnitee shall not settle any such Third Party Claim without the prior written consent of the indemnifying Party. If the indemnitor does not assume and conduct the defense of the Third Party Claim as provided above, (a) the indemnitee may defend against, and consent to the entry of any Infringement Action includes granting judgment or enter into any settlement with respect to the Third Party Claim in any manner the indemnitee may deem reasonably appropriate (and the indemnitee need not consult with, or obtain any consent from, the indemnitor in connection therewith), and (b) the indemnitor will remain responsible to indemnify the indemnitee as provided in this Section 9.2. The failure to deliver written notice to the indemnitor within a Sublicense, Licensee reasonable time after the commencement of any action with respect to a Third Party Claim shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage only relieve the indemnitor of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai its indemnification obligations under this Section. For Section 9.2 if and to the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and extent the Fair Market Value of such cross license shall be considered Sublicense Incomeindemnitor is actually prejudiced thereby.

Procedure. Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (aincluding any governmental investigation) As between will be instituted involving any Indemnified Party, such Indemnified Party will give prompt written notice of the Parties, Licensee will have indemnity claim to the first right Indemnifying Party and provide a copy to pursue any Infringement Action against an infringing Third the Indemnifying Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement complaint, summons or Infringement Actionother written or verbal notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of liability to the Indemnified Party under this ARTICLE 16 only to the extent such delay is prejudicial to the Indemnifying Party’s ability to defend such claim. Provided that the Indemnifying Party is not contesting the indemnity obligation, Licensee has elected the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise and any failure to contest prior to assuming control will be deemed to be an admission of the obligation to indemnify. The Indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim and will not to initiate, defend, settle or otherwise resolve such Infringement Actionclaim without the Indemnified Party’s prior written consent, then Mount Sinai shall have which will not be withheld, delayed or conditioned unreasonably, other than settlements only involving the rightpayment of monetary awards for which the Indemnifying Party will be fully-responsible. The Indemnified Party will cooperate with the Indemnifying Party in such Party’s defense of any claim for which indemnity is sought under this Agreement, but not at the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own Indemnifying Party’s sole cost and expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Income.

Procedure. If any third party shall notify a Party hereto (athe "Indemnified Party") As between the Parties, Licensee will have the first right with respect to pursue any Infringement Action matter which may give rise to a claim for indemnification against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party (the "Indemnifying Party") under this SECTION 26, then the Indemnified Party shall notify the Indemnifying Party in writing thereof promptly; provided, however, that no delay on the part of the status of Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party experiences any prejudice in the ability to provide the indemnification required under this SECTION 26. If the Indemnifying Party acknowledges that this Agreement applies with respect to such Infringement Action on a regular basis or as requested by claim, then the Indemnifying Party without primary shall be entitled to take control of the Infringement Action; defense and investigation of the claim. In the event any Indemnifying Party notifies the Indemnified Party that it is assuming the defense thereof, (iiA) provide the Indemnifying Party will defend the Indemnified Party against the matter with counsel of the Indemnifying Party's choice reasonably satisfactory to the other Indemnified Party, (B) the Indemnified Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; may retain separate co-counsel at its sole cost and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable except that the Indemnifying Party will be responsible for the fees and other expenses for of the nonseparate co-controlling Party’s attorney), with the Party controlling such Infringement Action counsel to the extent the Indemnified Party concludes reasonably possiblethat the counsel the Indemnifying Party has selected has a conflict of interest), including joining (C) the Infringement Action if necessary Indemnified Party will not consent to the entry of any judgment or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a any settlement with respect to the matter without the written consent of the Indemnifying Party which consent will not be withheld or delayed unreasonably, and (D) the Indemnifying Party will not consent to the entry of any Infringement Action that (i) restricts judgment with respect to the scope of, (ii) adversely affects the enforceability of, (iii) grants a license tomatter, or (iv) provides enter into any other settlement action that adversely affects which does not include a provision whereby the value of this Agreement plaintiff or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaiclaimant in the matter releases the Indemnified Party from all liability with respect thereto, without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall which consent will not be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomewithheld or delayed unreasonably.

Procedure. (a) As between A Party entitled to indemnification under this Article 8 (an “Indemnified Party”) shall give prompt written notification to the PartiesParty from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, Licensee will have the first right suit or proceeding relating to pursue any Infringement Action against an infringing a Third Party at its own expense. IfClaim for which indemnification may be sought or, within fifteen (15) days after if earlier, upon the notice, pursuant to Section 8.1, assertion of any suspected infringement or Infringement Actionsuch Claim by a Third Party (it being understood and agreed, Licensee has elected however, that the failure by an Indemnified Party to give notice of a Third-Party Claim as provided in this Section 8.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to initiate, defend, or otherwise resolve the extent that such Infringement Action, then Mount Sinai shall have the right, but not the obligation, Indemnifying Party is actually damaged as a result of such failure to initiate, control, pursue, and/or defend such Infringement Action at its own expensegive notice). (b) Within [***] days after delivery of such notification, the Indemnifying Party may, upon written notice hereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. (c) If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all documented costs and expenses, include reasonable attorney’s fees, incurred by the Indemnified Party in defending itself within [***] days after receipt of any invoice therefor from the Indemnified Party. (d) The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party in connection with its participation in the defense action. (e) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoicerespect thereto. (cf) Licensee The Indemnified Party shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Sectionthe Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of the Indemnified Party. For the purposes of settling an Infringement ActionCERTAIN 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, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeAS AMENDED.

Procedure. Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Article 8. In case any proceeding (aincluding any governmental investigation) As between is instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 8, such Party (the Parties“Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, Licensee upon request of the Indemnified Party, will retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and will pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party will have the first right to pursue any Infringement Action against an infringing Third Party at retain its own expensecounsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party will have mutually agreed to the retention of such counsel and payment of fees and expenses or (ii) 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. If, within fifteen (15) days after the notice, All such fees and expenses incurred pursuant to Section 8.1, of any suspected infringement 8.1 or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or Section 8.2 will be reimbursed as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionthey are incurred. The Indemnifying Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses will not be liable for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a any settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinaiproceeding unless effected with its written consent. The Indemnifying Party will not, without the prior written consent of Mount Sinai. For claritythe Indemnified Party, if the effect any settlement of any Infringement Action includes granting a Sublicensepending or threatened proceeding in respect of which the Indemnified Party is, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage or arising out of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share the same set of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Actionfacts could have been, a license granted as a non-revenue cross license shall be considered as a Sublicenseparty and indemnity could have been sought hereunder by the Indemnified Party, and must comply with unless such settlement includes an unconditional release of the Indemnified Party from all Sublicensing requirement herein, and liability on claims to which the Fair Market Value indemnity relates that are the subject matter of such cross license shall be considered Sublicense Incomeproceeding.

Procedure. In the event of a Third Party Claim against any Otsuka Indemnitee or Perception Indemnitee (aindividually, an “Indemnitee”), the Party seeking indemnification under this Article 12 (the “Indemnified Party”) As shall promptly notify the other Party (the “Indemnifying Party”) in writing of such Third Party Claim; provided that any failure or delay in providing such notice will not relieve the Indemnifying Party of its indemnification obligation, except to the extent it is actually prejudiced by such failure or delay. The Indemnitee will reasonably cooperate with the Indemnifying Party and may, at its option, be represented in such action or proceeding at its cost and expense; provided that if an Indemnitee retains its own counsel for the reason that representation of such Indemnitee by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the PartiesIndemnitee and any other party represented by such counsel in such action or proceeding, Licensee then the Indemnifying Party shall pay the fees and expenses of the Indemnitee’s counsel. The Indemnifying Party will have the first right to pursue any Infringement Action against an infringing assume and control the defense of the Third Party Claim at its own expenseexpense with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If, within fifteen (15) days after If the notice, Indemnifying Party does not assume the defense of the Third Party Claim pursuant to this Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action12.3, then Mount Sinai shall the Indemnified Party may defend the Third Party Claim but will have the right, but not the obligation, no obligation to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The do so. Each Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide will promptly furnish to the other Party copies of all papers and official documents received in respect of any documents relating to Losses. The Indemnified Party will not settle or compromise the Infringement Action promptly upon receipt from any Third Party and/orClaim without the prior written consent of the Indemnifying Party, if practicable, prior to filing such documents; (iii) consult with and the other Indemnifying Party regarding will not settle or compromise the advisability of Third Party Claim in any contemplated course of action; and (iv) consider any comments from manner that would have an adverse effect on the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Indemnified Party’s expense interests (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of rights under this Agreement or any Exclusively Licensed Technical Information or related Licensed Productthe scope, validity, or includes admission enforceability of fault any Patent Rights, Confidential Information, or wrongdoing on behalf of Mount Sinaiother rights licensed to Otsuka by Perception hereunder), without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. (a) As between If any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification for, or receives notice of the Partiesassertion or commencement of any Third Party Claim as to which such Indemnified Party intends to seek indemnification under this Agreement, Licensee will such Indemnified Party shall give reasonably prompt written notice of such claim to the party from whom indemnification is to be sought (an “Indemnifying Party”), together with a statement of any available information regarding such claim. The Indemnifying Party shall have the first right right, upon written notice to pursue any Infringement Action against an infringing Third the Indemnified Party at its own expense. If, (the “Defense Notice”) within fifteen (15) days after receipt from the noticeIndemnified Party of notice of such claim, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defendconduct at its expense the defense against such Third Party Claim in its own name, or otherwise resolve if necessary in the name of the Indemnified Party (which notice shall specify the counsel the Indemnifying Party will appoint to defend such Infringement Actionclaim (“Defense Counsel”); provided, then Mount Sinai however, that the Indemnified Party shall have the rightright to approve the Defense Counsel, but which approval shall not be unreasonably withheld or delayed). The parties hereto agree to cooperate fully with each other in connection with the obligationdefense, negotiation or settlement of any Third Party Claim. If the Indemnifying Party delivers a Defense Notice to initiatethe Indemnified Party, controlthe Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by the Indemnifying Party, pursue, and/or defend such Infringement Action all at its own expensethe expense of the Indemnifying Party. (b) The If the Indemnifying Party controlling shall fail to give a Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject Third Party Claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith. If the Indemnified Party defends any Infringement Action Third Party Claim, then the Indemnifying Party shall use reasonable efforts to: reimburse the Indemnified Party for the costs and expenses of defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party elects to conduct the defense of the subject Third Party Claim, the Indemnified Party may participate, at his or its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) inform the other Party of the status of such Infringement Action on a regular basis or as so requested by the Indemnifying Party without primary control of the Infringement Action; to participate or (ii) provide in the reasonable opinion of counsel to the other Indemnified Party, a conflict or potential conflict exists between the Indemnified Party copies of any documents relating and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to the Infringement Action promptly upon receipt from pay for more than one counsel for all Indemnified Parties in connection with any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoiceClaim. (c) Licensee Regardless of which party defends a Third Party Claim, the other party shall have the right at its expense to participate in the defense of such Third Party Claim, assisted by counsel of its own choosing. The Indemnified Party shall not enter into a settlement of any Infringement Action that (i) restricts the scope ofcompromise, (ii) adversely affects the enforceability ofsettle, (iii) grants a license todefault on, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, admit liability with respect to a Third Party Claim without the prior written consent of Mount Sinai. For claritythe Indemnifying Party, which consent shall not be unreasonably withheld or delayed, and, if the Indemnified Party settles, compromises, defaults on, or admits liability with respect to a Third Party Claim except in compliance with the foregoing, the Indemnified Party will be liable for all Losses paid or incurred in connection therewith and the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect thereto. The Indemnifying Party shall not compromise or settle a Third Party Claim without the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, unless such compromise or settlement includes as a term thereof an unconditional release of the Indemnified Party and such compromise or release does not impose any non-monetary obligations on the Indemnified Party other than immaterial administrative obligations (and all monetary obligations are subject to the indemnification provisions of this Agreement), in which case the consent of the Indemnified Party shall not be required. (d) After any final decision, judgment or award shall have been rendered by a court or governmental entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, or after a settlement shall have been consummated, or after the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall deliver to the Indemnifying Party notice of any Infringement Action includes granting sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall be required to pay all of the sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within ten (10) business days after the date of such notice. (e) It is the intent of the parties that all direct claims by an Indemnified Party against a Sublicense, Licensee party not arising out of Third Party Claims shall pay be subject to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage benefit from the terms of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai this Section 8.3. Any claim under this Section. For Section 8.3 by an Indemnified Party for indemnification other than indemnification against a Third Party Claim (a “Direct Claim”) will be asserted by giving the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement hereinIndemnifying Party reasonably prompt written notice thereof, and the Fair Market Value Indemnifying Party will have a period of 20 days within which to satisfy such Direct Claim. If the Indemnifying Party does not so respond within such 20 day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this Section 8. (f) A failure by an Indemnified Party to give timely, complete, or accurate notice as provided in this Section 8.3 shall not affect the rights or obligations of either party hereunder except to the extent that, as a result of such cross license failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially adversely affected or damaged as a result of such failure to give timely, complete, and accurate notice. (g) The parties shall use their commercially reasonable efforts to collect the proceeds of any insurance that would have the effect of reducing any Losses (in which case such proceeds shall reduce such Losses). To the extent any Losses of an Indemnified Party are reduced by receipt of payment under insurance policies or from third parties not affiliated with the Indemnified Party, such payments (net of the expenses of the recovery thereof) shall be considered Sublicense Incomecredited against such Losses and, if indemnification payments shall have been received prior to the collection of such proceeds, the Indemnified Party shall remit to the Indemnifying Party the amount of such proceeds (net of the cost of collection thereof) to the extent of indemnification payments received in respect of such Losses. The indemnification obligations hereunder shall survive any termination of this Agreement.

Procedure. (a) As between For an indemnified party (the Parties"Indemnified Party") to be entitled to any indemnity provided for under this Agreement, Licensee will such Indemnified Party shall, following the discovery of the matters giving rise to any Loss, notify the indemnifying party (i.e. the Buyer or Seller Representative, as the case may be) (the "Indemnifying Party") in writing of its claim for indemnification for such Loss, specifying in reasonable detail the nature of such Loss and the amount of the liability estimated to accrue therefrom (the "Indemnity Notice") provided, however, that, subject to Section 7.3, failure to give such notification shall not affect the indemnification provided hereunder except to the extent that the Indemnifying Party shall have been actually prejudiced as a result of such failure. Thereafter, the first right Indemnified Party shall deliver to pursue any Infringement Action against an infringing Third Party at its own expense. Ifthe Indemnifying Party, within fifteen (15) five business days after the Indemnifying Party's receipt of such notice, all information and documentation reasonably requested by the Indemnifying Party with respect to such Loss. If the Indemnifying Party fails to agree in writing with the Indemnified Party as to the amount of the indemnified Loss within twenty (20) Business Days of the date that the Indemnifying Party receives the Indemnity Notice, the claim for indemnity shall be submitted to arbitration pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not 7.5 hereof. Failure to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai timely submit a claim to Arbitration shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expensein no way prejudice either party's rights hereunder. (b) The If an event for which indemnification is claimed involves a claim by a third party against an Indemnified Party controlling any Infringement Action and if such Indemnified Party intends to seek indemnity with respect thereto under Section 7.1 or Section 7.2, such Indemnified Party shall use reasonable efforts to: (i) inform promptly notify the other Indemnifying Party of the status in writing of such Infringement Action on a regular basis claim setting forth such claim in reasonable detail. The Indemnifying Party shall have thirty (30) days after receipt of such notice to undertake, through counsel of its own choosing and at its own expense, the settlement or as requested defense thereof, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith; provided, however, that the Indemnified Party shall be entitled to participate in (but not control) such settlement or defense through counsel chosen by such Indemnified Party, provided that the fees and expenses of such counsel shall be borne by such Indemnified Party. The Indemnified Party shall not pay or settle any claim which the Indemnifying Party is contesting. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnifying Party. If the Indemnifying Party without primary control of does not notify the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Indemnified Party within thirty (30) days after the receipt of invoicethe Indemnified Party's notice of a claim of indemnity hereunder that it elects to undertake the defense thereof, the Indemnified Party shall have the right to defend the claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. (c) Licensee No payment for an indemnified Loss shall not enter into a settlement of any Infringement Action that be payable by an Indemnifying Party unless and until either (i) restricts Buyer and Seller Representative have agreed in writing to the scope of, validity of such indemnity claim and the amount of the cash payment or (ii) adversely affects an arbitration decision pursuant to Section 7.5 shall have been finally rendered as to the enforceability of, validity of such indemnity claim and the amount of the cash payment. (iiid) grants a license to, In the event that (x) the Buyer and the Seller Representative shall have agreed upon the Buyer's indemnity claim or (ivy) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without arbitration decision pursuant to Section 7.5 upheld the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement ActionBuyer's indemnity claim, a license granted as a non-revenue cross license copy of the written agreement or the arbitration decision shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and delivered to the Fair Market Value of such cross license shall be considered Sublicense IncomeEscrow Agent for payment by the Escrow Agent pursuant to the Escrow Agreement.

Procedure. (a) As between Any party seeking indemnification with respect to any Loss will give notice to the Parties, Licensee party required to provide indemnity hereunder on or before the last day of the applicable survival period specified in Section 9.1. The Representative will have act on behalf of the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Stockholders of Seller for all purposes under this ARTICLE VIII in accordance with Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense9.5. (b) The If any claim, demand or liability is asserted by any third party against any Indemnified Party, then the Indemnifying Party controlling any Infringement Action shall use reasonable efforts to: (i) inform will, upon the other Party written request of the status of such Infringement Indemnified Party, defend any Action on a regular basis or as requested brought against the Indemnified Party with respect to matters embraced by the indemnity with legal counsel satisfactory to the Indemnified Party, but the Indemnified Party without primary will have the right to conduct and control the defense, compromise or settlement of any Indemnifiable Claim if the Indemnified Party chooses to do so, on behalf of and for the account and risk of the Infringement Action; (ii) provide to Indemnifying Party who will be bound by the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action result so obtained to the extent reasonably possibleprovided herein; provided, including joining however, that no Indemnifiable Claim will be settled by an Indemnified Party unless the Infringement Action if necessary Indemnifying Party consents thereto, which consent will not be unreasonably withheld or desirabledelayed. If, after a request to defend any Action, the Non-controlling Indemnifying Party neglects to defend the Indemnified Party’s expenses to be paid , then a recovery against the latter suffered by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts it in good faith is conclusive in its favor against the scope ofIndemnifying Party; provided, (ii) adversely affects the enforceability ofhowever, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For claritythat, if the settlement Indemnifying Party has not received reasonable notice of the Action against the Indemnified Party or is not allowed to control its defense, then judgment against the Indemnified Party is only presumptive evidence against the Indemnifying Party. Each party hereto, to the extent that it is or becomes an Indemnifying Party, hereby stipulates that a judgment against the Indemnified Party will be conclusive upon the Indemnifying Party. The parties will cooperate in the defense of all third party claims that may give rise to Indemnifiable Claims hereunder. In connection with the defense of any Infringement Action includes granting a Sublicenseclaim, Licensee shall pay each party will make available to Mount Sinai royalties on any Net Sales by the party controlling such Sublicensee and a percentage of Sublicense Incomedefense all books, if applicable, records or other documents within its control that are reasonably requested in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value course of such cross license shall be considered Sublicense Incomedefense.

Procedure. (ai) As between In order for an Indemnified Party to be entitled to any indemnification provided for under this Agreement in respect of, arising out of or involving a Third Party Claim, such Indemnified Party must notify the Partiesindemnifying party in writing, Licensee will and in reasonable detail, of the Third Party Claim as promptly as reasonably possible after receipt by such Indemnified Party of notice of the Third Party Claim; provided, however, that failure to give such notification on a timely basis shall not affect the indemnification provided hereunder except to the extent the indemnifying party shall have been actually prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying party, within five (5) business days after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. (ii) If a Third Party Claim is made against an Indemnified Party, the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses and acknowledges its indemnification responsibility hereunder, to assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the Indemnified Party. Should the indemnifying party so elect to assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the indemnifying party assumes such defense, the Indemnified Party shall have the first right to pursue any Infringement Action against an infringing Third Party participate in the defense thereof and to employ counsel, at its own expense. If, within fifteen (15) days after separate from the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested counsel employed by the indemnifying party, it being understood, however, that the indemnifying party shall control such defense. The indemnifying party shall be liable for the fees and expenses of counsel employed by the Indemnified Party without primary control of for any period during which the Infringement Action; (ii) provide indemnifying party has not assumed the defense thereof. If the indemnifying party chooses to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from defend any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirableClaim, the Non-controlling Party’s expenses to be paid by controlling indemnifying party and Seller shall cooperate in the defense or prosecution of such Third Party within thirty (30) days Claim. Whether or not the indemnifying party shall have assumed the defense of invoice. (c) Licensee a Third Party Claim, the Indemnified Party shall not enter into a settlement of admit any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license liability with respect to, or (iv) provides any other settlement action that adversely affects the value of this Agreement settle, compromise or any Exclusively Licensed Technical Information or related Licensed Productdischarge, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Third Party Claim without the indemnifying party’s prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee (which consent shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall not be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomeunreasonably withheld).

Procedure. The foregoing indemnity obligations shall be conditioned upon (a) As between the Parties, Licensee will have indemnified Party (“Indemnitee”) promptly notifying the first right to pursue any Infringement Action against an infringing indemnifying Party (“Indemnitor”) in writing of the assertion or the commencement of the relevant Third Party at its own expense. IfClaim (provided, within fifteen (15) days after however, that any failure or delay to notify shall not excuse any obligation of the noticeIndemnitor, pursuant except to Section 8.1the extent the Indemnitor is actually prejudiced thereby), of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party Indemnitee granting the Indemnitor sole management and control, at the Indemnitor’s sole expense, of the status defense of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orClaim and its settlement, if practicableprovided, prior to filing such documents; (iii) consult with however, that the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee Indemnitor shall not enter into a settlement of settle any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Third Party Claim without the prior written consent of Mount Sinai. For claritythe Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by the Indemnitee), if would bind or impair the settlement Indemnitee, or includes any admission of wrongdoing by the Indemnitee or that any Intellectual Property Rights of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable, provided, further, that the assumption of the defense of a Third Party Claim by the Indemnitor shall not be construed as an acknowledgment that the Indemnitor is liable to indemnify the Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnitor of any Infringement Action includes granting a Sublicensedefenses it may assert against the Indemnitee’s claim for indemnification, Licensee and (c) the Indemnitee reasonably cooperating with the Indemnitor (at the Indemnitee’s expense). The Indemnitee shall pay have the right (at its own expense) to Mount Sinai royalties on any Net Sales be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, Indemnitee shall be entitled to participate in, but not control, the defense of such Third Party Claim and to engage counsel of its choice for such purpose; provided, however, that such engagement shall be at the Indemnitee’s sole Costs unless (i) the engagement thereof has been specifically authorized in writing by such Sublicensee the indemnifying Party in writing, (ii) Indemnitor has failed to assume the defense and a percentage of Sublicense Income, if applicable, engage counsel in accordance with Article 4 Section 11.3 (in addition which case the Indemnitee shall control the defense) or (iii) the interests of the Indemnitee and Indemnitor with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under applicable Law, ethical rules or equitable principles. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents received in respect of any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, Losses and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeThird Party Claims.

Procedure. All claims for indemnification by a party under this Section 14 (the party claiming indemnification and the party against whom such claims are asserted being hereinafter called the "Indemnified Party" and the "Indemnifying Party," respectively) shall be asserted and resolved as follows: (a) As between If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party hereunder is asserted against or sought to be collected from such Indemnified Party by a third party, such Indemnified Party shall with reasonable promptness give notice (the Parties"Claim Notice") to the Indemnifying Party of such claim or demand, Licensee will specifying the nature of and specific basis for such claim or demand and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be conclusive of the final amount of such claim and demand). If the Indemnified Party fails to notify the Indemnifying Party thereof in accordance with the provisions of this Agreement, the Indemnifying Party shall not be obligated to indemnify the Indemnified Party under this Agreement with respect to any such claim or demand to the extent the Indemnifying Party is materially harmed by such failure. The Indemnifying Party shall have the first right to pursue any Infringement Action against an infringing Third Party at its own expense. If, within fifteen (15) ten days after the notice, Claim Notice is delivered pursuant to Section 8.1the provisions of SECTION 18 (the "Notice Period") to notify the Indemnified Party as to: (i) whether or not it disputes the liability of the Indemnifying Party to the Indemnified Party hereunder with respect to such claim or demand; and (ii) whether or not it desires, at the cost and expense of the Indemnifying Party, to defend the Indemnified Party against such claim or demand; provided that any suspected infringement Indemnified Party is hereunder authorized, but is not obligated, prior to and during the Notice Period, to file any motion, answer or Infringement Actionother pleading that it shall deem necessary or appropriate to protect its interests or those of the Indemnifying Party. (b) If the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against such claim or demand, Licensee has elected the Indemnifying Party shall, subject to SECTIONS 14.5(a)(II), (c) and (d), have the right to control the defense against the claim by all appropriate proceedings and any settlement negotiations. If the Indemnified Party desires to participate in, but not control, any such defense or settlement, it may do so at its sole cost and expense and shall not have the right to reimbursement of such cost and expense from the Indemnifying Party. Purchaser shall have the right to release Sellers and Stockholder from any specific indemnification obligation with respect to a third party claim for which Sellers and/or Stockholder have undertaken to defend, and upon such release, Purchaser shall thereafter take over the control of such defense of such third party claim. (c) If the Indemnifying Party fails to respond to the Indemnified Party within the Notice Period, elects not to initiate, defenddefend the Indemnified Party, or otherwise resolve after electing to defend fails to commence or reasonably pursue such Infringement Actiondefense, then Mount Sinai the Indemnified Party shall have the right, but not the obligation, to initiateundertake or continue the defense of and to compromise or settle (exercising reasonable business judgment), controlthe claim or other matter all on behalf, pursuefor the account and at the risk of the Indemnifying Party. (d) Notwithstanding the foregoing, and/or defend such Infringement Action (i) if the basis of the proceedings relates to a condition or operations which existed or were conducted both prior to and after the Effective Date or (ii) if the rights to indemnify are contested or disputed hereunder, each party shall have the same right to participate at its own expenseexpense and at its own risk in the proceeding without either party having the right of control; provided that if indemnity is being contested or disputed hereunder, each party shall bear its own costs and expenses, including, without limitation, attorney's fees. (be) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as If requested by the Indemnifying Party, the Indemnified Party without primary control agrees, at the Indemnifying Party's expense, to cooperate with the Indemnifying Party and its counsel in contesting any claim or demand which the Indemnified Party elects to contest, or, if appropriate and related to the claim in question, in making any counterclaim against the person asserting the third party claim or demand, or any cross-complaint against any person. (f) If any Indemnified Party should have a claim against the Indemnifying Party hereunder which does not involve a claim or demand being asserted against or sought to be collected from it by a third party, the Indemnified Party shall send a Claim Notice with respect to such claim to the Indemnifying Party. If the Indemnifying Party disputes or contests its obligations to indemnify for such claim, the parties will attempt to amicably resolve the dispute. If the parties are unable to amicably resolve such dispute within sixty (60) days after delivery of the Infringement Action; Claim Notice, either party shall have the right to submit such dispute to the dispute resolution procedures described in SECTION 20.11. (iig) provide To the extent that an Indemnifying Party assumes the defense of a claim and the relevant threshold amount of Damages set forth in SECTIONS 14.3(III) or 14.4, as the case may be ("Threshold Amount"), has not been exceeded, the Indemnified Party shall promptly reimburse such Damages. Once the Threshold Amount has been exceeded as to an Indemnified Party, the Indemnifying Party shall reimburse any amounts for actual damages for claims indemnified hereunder previously paid or incurred by the Indemnified Party. (h) Each party shall have reasonable access to all such records and information available to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent party reasonably possible, including joining the Infringement Action if necessary or desirableappropriate for each of them to defend a third party claim, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into assess a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants proposal to compromise or settle a license to, third party claim or (iv) provides to otherwise respond to a request for indemnification on any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomematter.

Procedure. (a) As between In order for an Indemnified Party under this Article 8 (an “Indemnified Party”) to be entitled to any indemnification provided for under this Agreement, the PartiesIndemnified Party will, Licensee within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying party under this Article 8 (the “Indemnifying Party”) in writing of its claim for indemnification for such Losses, specifying in reasonable detail the nature of the Losses and the amount of the liability estimated to accrue therefrom; provided, however, that failure to give notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of the first right failure. Thereafter, the Indemnified Party will deliver to pursue any Infringement Action against an infringing Third Party at its own expense. Ifthe Indemnifying Party, within fifteen (15) days a reasonable period of time after the noticeIndemnified Party’s receipt of such request, pursuant all information, records and documentation reasonably requested by the Indemnifying Party with respect to Section 8.1such Losses. The Indemnifying Party shall control all litigation reflecting to the indemnification. Without limiting the foregoing, the Indemnified Party shall control choice of any suspected infringement or Infringement Actioncounsel, Licensee has elected not staffing, and all decisions to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have be made with the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenselitigation. (b) The If the indemnification sought pursuant hereto involves a claim made by a non-party against the Indemnified Party controlling any Infringement Action shall use reasonable efforts to: (i) inform a “Non-Party Claim”), the other Indemnifying Party of will be entitled to participate in the status defense of such Infringement Action on a regular basis or as requested Non-Party Claim and, if it so chooses, to assume the defense of such Non-Party Claim with counsel selected by the Indemnifying Party. Should the Indemnifying Party without primary control so elect to assume the defense of a Non-Party Claim, the Infringement Action; (ii) provide Indemnifying Party will not be liable to the other Indemnified Party copies of for any documents relating to legal expenses subsequently incurred by the Infringement Action promptly upon receipt from any Third Indemnified Party and/or, if practicable, prior to filing such documents; (iii) consult in connection with the other defense thereof. If the Indemnifying Party regarding assumes such defense, the advisability of any contemplated course of action; and (iv) consider any comments from the other Indemnifying Party regarding the Infringement Actionwill control such defense. The Indemnifying Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including will be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other expenses for than during any period in which the non-controlling Party’s attorney), with the Indemnified Party controlling such Infringement Action will have failed to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, give notice of the Non-controlling Party Claim as provided above). If the Indemnifying Party chooses to defend or prosecute a Non-Party Claim, all of the parties hereto will cooperate in the defense or prosecution thereof. Such cooperation will include the retention and (upon the Indemnifying Party’s expenses request) the provision to the Indemnifying Party of records and information, which are reasonably relevant to such Non-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Indemnifying Party chooses to defend or prosecute any Non-Party Claim, the Indemnifying Party will seek the approval of the Indemnified Party (not to be paid unreasonably withheld) to any settlement, compromise or discharge of such Non-Party Claim the Indemnifying Party may recommend and which by controlling its terms obligates the Indemnifying Party within thirty (30) days to pay the full amount of invoice. (c) Licensee shall the liability in connection with such Non-Party Claim. Whether or not enter into the Indemnifying Party will have assumed the defense of a settlement of Non-Party Claim, the Indemnified Party will not admit any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license liability with respect to, or (iv) provides any other settlement action that adversely affects the value of this Agreement settle, compromise or any Exclusively Licensed Technical Information or related Licensed Productdischarge, or includes admission of fault or wrongdoing on behalf of Mount Sinai, such Non-Party Claim without the Indemnifying Party’s prior written consent consent. The Indemnifying Party shall reimburse upon demand, all reasonable costs and expenses incurred by the Indemnified Party in cooperation with the defense or prosecution of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a nonNon-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeParty Claim.

Procedure. A party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party under this Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement promptly (aand in any event within ten (10) business days) upon the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to each Indemnifying Party of any liability or loss which might give rise to a claim for indemnity; provided, however, that any failure to give such notice on a timely basis will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. As between to any claim, action, suit or proceeding by a third party, the PartiesIndemnifying Party may assume the defense of such matter, Licensee will have including the first right employment of counsel satisfactory to pursue the Indemnified Party and the payment of all expenses relating thereto. The Indemnifying Party shall give written notice to each Indemnified Party of its assumption of the defense of any Infringement Action against an infringing Third Party at its own expense. Ifaction, suit or proceeding within fifteen (15) days after of receipt of notice from the notice, pursuant Indemnified Party with respect to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai matter. The Indemnified Party shall have the rightright to employ its or their own counsel in any such matter, but the fees and expenses of such counsel shall be the responsibility of such Indemnified Party unless (i) the Indemnifying Party shall not have reasonably promptly employed counsel satisfactory to such Indemnified Party or (ii) the obligationIndemnified Party shall have reasonably concluded that the conduct of such proceedings by the Indemnifying Party and counsel of its choosing will prejudice the rights of the Indemnified Party. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to initiatesuch matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Indemnifying Party shall not make any settlement of any claim without the written consent of the Indemnified Party, controlwhich consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, pursueit shall not be deemed unreasonable to withhold consent to a settlement involving consideration or relief other than the payment of money. After settlement and payment thereof, and/or defend the Indemnifying Party shall have no right to dispute or object to the amount of the settlement or a claim for indemnification based thereon. With regard to claims of third parties for which indemnification is payable hereunder, such Infringement Action at its own expense. (b) The indemnification shall be paid by the Indemnifying Party controlling any Infringement Action shall use reasonable efforts toupon the earlier to occur of: (i) inform the other entry of a non-appealable judgment against the Indemnified Party and the expiration of any applicable appeal period, or if earlier, five days prior to the status of such Infringement Action on a regular basis or as requested by date that the Party without primary control of judgment creditor has the Infringement Actionright to execute the judgment; (ii) provide to the other Party copies entry of any documents relating to a judgment or appellate decision against the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documentsIndemnified Party; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, claim; or (iv) provides any other settlement action that adversely affects with respect to indemnities for liabilities relating to Taxes, upon the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without the prior written consent of Mount Sinai. For clarity, if the settlement issuance of any Infringement Action includes granting resolution by a SublicenseTaxation authority. Notwithstanding the foregoing, Licensee shall pay expenses of counsel to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license Indemnified Party shall be considered as reimbursed on a Sublicensecurrent basis by the Indemnifying Party if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license indemnification shall be considered Sublicense Incomepaid promptly by the Indemnifying Party upon demand by the Indemnified Party.

Procedure. (ai) As between If any Person entitled to indemnification under this Agreement (an “Indemnified Party”) asserts a claim for indemnification for or receives notice of the Parties, Licensee will have the first right to pursue assertion or commencement of any Infringement Action against an infringing Third Party at its own expense. IfClaim as to which such Indemnified Party intends to seek indemnification under this Agreement, within fifteen such Indemnified Party shall give reasonably prompt written notice of such claim to the party from whom indemnification is to be sought (15) days after the noticean “Indemnifying Party”), pursuant to Section 8.1, together with a statement of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve available information regarding such Infringement Action, then Mount Sinai claim. The Indemnifying Party shall have the right, but not upon written notice to the obligationIndemnified Party (the “Defense Notice”) within 15 days after receipt from the Indemnified Party of notice of such claim, to initiateconduct at its expense the defense against such Third Party Claim in its own name, control, pursue, and/or or if necessary in the name of the Indemnified Party (which notice shall specify the counsel the Indemnifying Party will appoint to defend such Infringement Action claim (“Defense Counsel”); provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld or delayed). The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Third Party Claim. If the Indemnifying Party delivers a Defense Notice to the Indemnified Party, the Indemnified Party will cooperate with and make available to the Indemnifying Party such assistance and materials as may be reasonably requested by the Indemnifying Party, all at the expense of the Indemnifying Party. (ii) If the Indemnifying Party shall fail to give a Defense Notice, it shall be deemed to have elected not to conduct the defense of the subject Third Party Claim, and in such event the Indemnified Party shall have the right to conduct such defense in good faith. If the Indemnified Party defends any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnified Party for the costs and expenses of defending such Third Party Claim upon submission of periodic bills. If the Indemnifying Party elects to conduct the defense of the subject Third Party Claim, the Indemnified Party may participate, at its own expense, in the defense of such Third Party Claim; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one counsel for all Indemnified Parties in connection with any Third Party Claim. (biii) The Regardless of which party defends a Third Party controlling any Infringement Action shall use reasonable efforts to: (i) inform Claim, the other Party of party shall have the status right at its expense to participate in the defense of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orClaim, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability assisted by counsel of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionits own choosing. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope ofcompromise, (ii) adversely affects the enforceability ofsettle, (iii) grants a license todefault on, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, admit liability with respect to a Third Party Claim without the prior written consent of Mount Sinai. For claritythe Indemnifying Party, which consent shall not be unreasonably withheld or delayed, and, if the Indemnified Party settles, compromises, defaults on, or admits liability with respect to a Third Party Claim except in compliance with the foregoing, the Indemnified Party will be liable for all Losses paid or incurred in connection therewith and the Indemnifying Party shall have no obligation to indemnify the Indemnified Party with respect thereto. The Indemnifying Party shall not compromise or settle a Third Party Claim without the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed, unless such compromise or settlement includes as a term thereof an unconditional release of the Indemnified Party and such compromise or release does not impose any non-monetary obligations on the Indemnified Party other than immaterial administrative obligations (and all monetary obligations are subject to the indemnification provisions of this Agreement), in which case the consent of the Indemnified Party shall not be required. (iv) After any final decision, judgment or award shall have been rendered by a court or governmental entity of competent jurisdiction and the expiration of the time in which to appeal therefrom, or after a settlement shall have been consummated, or after the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a Third Party Claim hereunder, the Indemnified Party shall deliver to the Indemnifying Party notice of any Infringement Action includes granting sums due and owing by the Indemnifying Party pursuant to this Agreement with respect to such matter and the Indemnifying Party shall be required to pay all of the sums so due and owing to the Indemnified Party by wire transfer of immediately available funds within ten (10) business days after the date of such notice. (v) It is the intent of the parties that all direct claims by an Indemnified Party against a Sublicense, Licensee party not arising out of Third Party Claims shall pay be subject to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage benefit from the terms of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai this Section 10(c). Any claim under this Section. For Section 10(c) by an Indemnified Party for indemnification other than indemnification against a Third Party Claim (a “Direct Claim”) will be asserted by giving the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement hereinIndemnifying Party reasonably prompt written notice thereof, and the Fair Market Value Indemnifying Party will have a period of twenty (20) days within which to satisfy such Direct Claim. If the Indemnifying Party does not so respond within such 20-day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnified Party will be free to pursue such remedies as may be available to the Indemnified Party under this Section 10(c). (vi) A failure by an Indemnified Party to give timely, complete, or accurate notice as provided in this Section 10(c) shall not affect the rights or obligations of either party hereunder except to the extent that, as a result of such cross license failure, any party entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially adversely affected or damaged as a result of such failure to give timely, complete, and accurate notice. (vii) The parties shall use their commercially reasonable efforts to collect the proceeds of any insurance that would have the effect of reducing any Losses (in which case such proceeds shall reduce such Losses). To the extent any Losses of an Indemnified Party are reduced by receipt of payment under insurance policies or from third parties not affiliated with the Indemnified Party, such payments (net of the expenses of the recovery thereof) shall be considered Sublicense Incomecredited against such Losses and, if indemnification payments shall have been received prior to the collection of such proceeds, the Indemnified Party shall remit to the Indemnifying Party the amount of such proceeds (net of the cost of collection thereof) to the extent of indemnification payments received in respect of such Losses. The indemnification obligations hereunder shall survive any termination of this Agreement.

Procedure. (a) As between The indemnified party shall promptly notify in writing the Partiesindemnifying party of any claim, Licensee demand, action, or proceeding for which indemnification will be sought under Sections 10.1 or 10.2 of this Agreement, and, if such claim, demand, action, or proceeding is a third party claim, demand, action, or proceeding, the indemnifying party will have the first right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party; provided, however, in the case of any claim (an “Excess Claim”) in which the indemnified party’s aggregate Losses could exceed the indemnifying party’s aggregate liability pursuant to Section 10.3(b), the indemnifying party will have the right, at its expense, to assume the defense thereof only with the indemnified party’s written consent. The failure to provide such prompt notice shall not affect the indemnification provided hereunder except to the extent, if any, the indemnifying party shall have been actually prejudiced as a result of such delay or failure. Should the indemnifying party assume the defense of such a third party claim, demand, action, or proceeding or should the indemnified party unreasonably withhold its consent to the assumption by the indemnifying party of the defense of any Excess Claim, the indemnifying party shall not be liable to the indemnified party for legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. The indemnified party shall have the right to pursue any Infringement Action against an infringing Third Party participate, at its own expense. If, within fifteen (15) days after the noticewith respect to any such third party claim, pursuant to Section 8.1demand, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defendaction, or otherwise resolve such Infringement Actionproceeding, then Mount Sinai it being understood that the indemnifying party shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling control any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested defense assumed by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of indemnifying party. In connection with any documents relating to the Infringement Action promptly upon receipt from any Third Party and/orsuch third party claim, if practicabledemand, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any proceeding, Buyer and Seller shall cooperate with each other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Productand provide each other with reasonable access to and retain all relevant books and records in their possession. No such third party claim, demand, action, or includes admission of fault or wrongdoing on behalf of Mount Sinai, proceeding shall be settled without the prior written consent of Mount Sinaithe indemnified party. For clarityIf a firm written offer is made to settle any such third party claim, if demand, action, or proceeding, which offer includes an unconditional provision providing for the settlement giving by the claimant to the indemnified party of a release from all liability in respect of such claim, demand, action, or proceeding and does not require any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales payment by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to the indemnified party or impose any other share of recoveries due obligations (such as an affirmative action, negative covenant, or equitable relief) upon the indemnified party and the indemnifying party proposes to Mount Sinai under this Section. For accept such settlement and the purposes of settling an Infringement Actionindemnified party refuses to consent to such settlement, a license granted as a non-revenue cross license then: (i) the indemnifying party shall be considered as a Sublicense, and must comply with all Sublicensing requirement hereinexcused from, and the Fair Market Value indemnified party shall be solely responsible for, all further defense of such cross license third party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be considered Sublicense Incomethe amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. Whether or not the indemnifying party shall have assumed the defense of any such third party claim, action, demand or proceeding, no indemnified party shall admit any liability with respect to, or settle, compromise or discharge any such claim, demand, action or proceeding without the indemnifying party’s prior written consent, which shall not be unreasonably withheld. (b) Buyer and Sellers shall cooperate with each other with respect to resolving any claim or liability with respect to which one party is obligated to indemnify any other Person hereunder, including by making commercially reasonable efforts to mitigate or resolve any such claim or liability. In the event that Buyer or Sellers shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary herein, the other party shall not be required to indemnify any Person for any Losses that could reasonably be expected to have been avoided if Buyer or Sellers, as the case may be, had made such efforts.

Procedure. (ai) As between The Indemnified Party will tender the Partiesexclusive defense of a Third Party Claim (subject to the provisions of this Section 7.05(b)) to the Indemnifying Party. If (i) the defense of a Third Party Claim is so tendered and within 30 days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within 30 days after the date on which written notice of a Third Party Claim has been given pursuant to this Section 7.05(b), Licensee will the Indemnifying Party shall acknowledge in writing to the Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this Article VII; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the first right to pursue any Infringement Action against an infringing contest, defend, litigate or settle such Third Party Claim. The Indemnified Party shall have the right to be represented by counsel at its own expense. Ifexpense in any such contest, within fifteen (15) days after defense, litigation or settlement conducted by the notice, pursuant Indemnifying Party provided that the Indemnified Party shall be entitled to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not reimbursement therefor if the Indemnifying Party shall lose its right to initiatecontest, defend, or otherwise resolve such Infringement Actionlitigate and settle the Third Party Claim as herein provided. (ii) The Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to reasonably contest, then Mount Sinai defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party has not lost its right to defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action shall use reasonable efforts to: (i) inform the other Party of the status of such Infringement Action on a regular basis or as requested by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a settlement of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license to, or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, without receiving the prior written consent approval of Mount Sinai. For clarity, if the Indemnified Party (which shall not be unreasonably withheld unless such settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee does not fulfill the conditions set forth in the following sentence and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license which shall be considered deemed automatically given if a response has not been received within the 30 day period following receipt of the proposed settlement by the Indemnified Party), to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as a Sublicense, it deems fair and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense Incomereasonable.

Procedure. A Party seeking indemnification under this Article 10 (athe “Indemnified Party”) As between shall give prompt written notification to the Partiesother Party (the “Indemnifying Party”) of the claim for which indemnification may be sought (it being understood and agreed, Licensee will have however, that the first right failure by a Party to pursue give notice of such claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). Within [*] after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the other Party, assume control of the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs and expenses, including reasonable attorneys’ fees and disbursements, incurred by the Indemnified Party in defending itself within [*] after receipt of any Infringement Action against an infringing Third invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on written advice from outside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such claim sufficiently adverse to make unadvisable the representation by the same counsel of both Parties under Applicable Laws, ethical rules or equitable principles, the Indemnifying Party shall be responsible for the reasonable fees and expenses of a single counsel to the Indemnified Party in connection therewith. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionrespect thereto. The Indemnifying Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of such claim or consent to any Infringement Action judgment in respect thereof that (i) restricts does not include a complete and unconditional release of the scope ofIndemnified Party from all liability with respect thereto, (ii) adversely affects that imposes any liability or obligation on the enforceability of, (iii) grants a license to, Indemnified Party or (iv) provides any other settlement action that adversely affects acknowledges fault by the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount SinaiIndemnified Party, without the prior written consent of Mount Sinai. For clarity, if the settlement of any Infringement Action includes granting a Sublicense, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. (a) As between Any Person seeking indemnification provided for under this SECTION 8 (an “Indemnified Party”) in respect of, arising out of or involving a claim made by any Person (other than a Party hereto) against an Indemnified Party (a “Third Party Claim”), shall promptly notify the Partiesindemnifying Party in writing of the Third Party Claim; provided, Licensee will have that failure to give such notice shall not affect the first right to pursue indemnification provided hereunder except to the extent the indemnifying Party shall have been actually and materially prejudiced as a result of such failure. Thereafter, the Indemnified Party shall deliver to the indemnifying Party, as promptly as reasonably practicable following such Indemnified Party’s receipt thereof, copies of all written notices and documents (including any Infringement Action against an infringing court papers) received by such Indemnified Party relating to the Third Party at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expenseClaim. (b) The If a Third Party controlling any Infringement Action Claim is made against an Indemnified Party, the indemnifying Party shall use reasonable efforts to: (i) inform be entitled at its election and its cost to assume the other Party of the status defense of such Infringement Action on Third Party Claim with counsel selected by the indemnifying Party; provided, that, the indemnifying Party has unconditionally acknowledged to the Indemnified Party in writing its obligation to indemnify the Persons to be indemnified hereunder with respect to such Third Party Claim and to discharge any cost or expense arising out of such investigation, contest or settlement. If the indemnifying Party assumes such defense, the Indemnified Party shall nonetheless have the right to employ counsel separate from the counsel employed by the indemnifying Party; provided, that the indemnifying Party shall not be liable to such Indemnified Party for any fees of such separate counsel with respect to the defense of such Third Party Claim, unless the employment and reimbursement of such separate counsel is authorized by the indemnifying Party in writing. If the indemnifying Party does not assume such defense, and for any period during which the indemnifying Party has not assumed such defense, the indemnifying Party shall be liable for the reasonable fees and expenses of one single counsel (in addition to reasonable fees and expenses of local counsel required in jurisdictions not central to the Third Party Claim) employed (and reasonably acceptable to the indemnifying Party) by such Indemnified Party (which reasonable fees and expenses shall be considered Losses for purposes of this Agreement). If the indemnifying Party chooses to defend a regular basis Third Party Claim or prosecute a claim in connection therewith, each Indemnified Party shall provide all cooperation as is reasonably requested by the indemnifying Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing In such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Action. The Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary defense or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoiceprosecution. (c) Licensee shall not enter into a settlement Notwithstanding anything to the contrary in this Section 8.5, no Party may settle, compromise or discharge, or make any reasonable admission of any Infringement Action that (i) restricts the scope of, (ii) adversely affects the enforceability of, (iii) grants a license liability with respect to, or (iv) provides any such Third Party Claim other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, than for money damages only without the prior written consent of Mount Sinai. For claritythe other Party, subject to such Party paying or causing to be paid all amounts arising out of such settlement or obtaining and delivering to such other Party, prior to the execution of such settlement, a general release prepared and executed by all Persons bringing such Third Party Claim. (d) An indemnifying Party shall not be entitled to assume or continue control of the defense of any Third Party Claim if the settlement of Third Party Claim (A) relates to or arises in connection with any Infringement Action includes granting a Sublicensecriminal Proceeding, Licensee shall pay to Mount Sinai royalties on or (B) seeks an injunction or other equitable relief against any Net Sales by such Sublicensee and a percentage of Sublicense Income, if applicable, in accordance with Article 4 in addition to any other share of recoveries due to Mount Sinai under this Section. For the purposes of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.

Procedure. If a Party (the “Indemnified Party”) seeks indemnification under Section 12.1 or 12.2, the Indemnified Party shall: (a) As between inform the Partiesother Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, Licensee will have however, that the first failure by an Indemnified Party to give notice of a claim as provided in this Section 12.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give notice); (b) permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to pursue settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party; and (c) cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. If the Indemnifying Party does not assume control of such defense within [***] after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within [***] after receipt of any Infringement Action against an infringing Third invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense. If, within fifteen (15) days after the notice, pursuant to Section 8.1, of any suspected infringement or Infringement Action, Licensee has elected not to initiate, defend, or otherwise resolve such Infringement Action, then Mount Sinai shall have the right, but not the obligation, to initiate, control, pursue, and/or defend such Infringement Action at its own expense. (b) The Party controlling any Infringement Action such defense shall use reasonable efforts to: (i) inform keep the other Party advised of the status of such Infringement Action on a regular basis action, suit, proceeding or as requested claim and the defense thereof and shall consider recommendations made by the Party without primary control of the Infringement Action; (ii) provide to the other Party copies of any documents relating to the Infringement Action promptly upon receipt from any Third Party and/or, if practicable, prior to filing such documents; (iii) consult with the other Party regarding the advisability of any contemplated course of action; and (iv) consider any comments from the other Party regarding the Infringement Actionrespect thereto. The Indemnified Party without control of an Infringement Action shall cooperate, at controlling Party’s expense (including reasonable fees and other expenses for the non-controlling Party’s attorney), with the Party controlling such Infringement Action to the extent reasonably possible, including joining the Infringement Action if necessary or desirable, the Non-controlling Party’s expenses to be paid by controlling Party within thirty (30) days of invoice. (c) Licensee shall not enter into a agree to any settlement of any Infringement Action that (i) restricts the scope ofsuch action, (ii) adversely affects the enforceability ofsuit, (iii) grants a license to, proceeding or (iv) provides any other settlement action that adversely affects the value of this Agreement or any Exclusively Licensed Technical Information or related Licensed Product, or includes admission of fault or wrongdoing on behalf of Mount Sinai, claim without the prior written consent of Mount Sinaithe Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. For clarity, if the The Indemnifying Party shall not agree to any settlement of any Infringement Action includes granting a Sublicensesuch action, Licensee shall pay to Mount Sinai royalties on any Net Sales by such Sublicensee and a percentage of Sublicense Incomesuit, if applicable, in accordance with Article 4 in addition proceeding or claim or consent to any other share judgment in respect thereof that does not include a complete and unconditional release of recoveries due to Mount Sinai under this Section. For the purposes Indemnified Party from all liability with respect thereto, that imposes any liability or obligation on the Indemnified Party or that acknowledges fault by the Indemnified Party without the prior written consent of settling an Infringement Action, a license granted as a non-revenue cross license shall be considered as a Sublicense, and must comply with all Sublicensing requirement herein, and the Fair Market Value of such cross license shall be considered Sublicense IncomeIndemnified Party.