Common use of Procedure Clause in Contracts

Procedure. Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each A party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) seeking indemnification or defense shall give prompt notice to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such upon learning of any Claim. If the Indemnified Party has actual knowledge does not promptly notify the Indemnifying Party of any claim as the Claim, the Indemnifying Party will be relieved of its indemnification and defense obligations with respect to which indemnity may be sought, and the Claim to the extent the Indemnifying Party was prejudiced by that failure. The Indemnified Party shall permit allow the Indemnifying Party to assume control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party. After the Indemnifying Party assumes the defense of the indemnified Claim, the Indemnified Party will bear the expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party. The Indemnifying Party shall use counsel reasonably experienced in the subject matter at issue and shall only settle a Claim without the written consent of the Indemnified Party if the settlement (1) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person; (2) has no effect on any other claim against the Indemnified Party; (3) provides as the claimant’s sole relief monetary damages that are paid in any litigation resulting therefrom, provided that counsel for full by the Indemnifying Party, who shall conduct ; and (4) requires that the defense of such claim or any litigation resulting therefrom, shall be approved by claimant releases the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release Part from all liability alleged in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromClaim.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each A party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) seeking indemnification or defense shall give prompt notice to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such upon learning of any Claim. If the Indemnified Party has actual knowledge does not promptly notify the Indemnifying Party of any claim as the Claim, the Indemnifying Party will be relieved of its indemnification and defense obligations with respect to which indemnity may be sought, and the Claim to the extent the Indemnifying Party was prejudiced by that failure. The Indemnified Party shall permit allow the Indemnifying Party to assume control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party. After the Indemnifying Party assumes the defense of the indemnified Claim, the Indemnified Party will bear the expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party. The Indemnifying Party shall use counsel reasonably experienced in the subject matter at issue and shall only settle a Claim without the written consent of the Indemnified Party if the settlement (1) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person; (2) has no effect on any other claim against the Indemnified Party; (3) provides as the claimant’s sole relief monetary damages that are paid in any litigation resulting therefrom, provided that counsel for full by the Indemnifying Party, who shall conduct ; and (4) requires that the defense of such claim or any litigation resulting therefrom, shall be approved by claimant releases the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability alleged in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromClaim.

Procedure. Each party If a Person entitled to indemnification under this Section 5.6 9.1 or Section 9.2 (the an “Indemnified PartyIndemnitee”) shall give notice to seeks such indemnification, such Indemnitee will (i) inform the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party in writing of a Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (ii) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any the Claim (including the sole right to settle such claim in any litigation resulting therefromClaim at the sole discretion of the indemnifying Party, provided that counsel for (A) such settlement or compromise does not admit any fault or negligence on the Indemnifying Partypart of the Indemnitee, who shall conduct or impose any obligation on, or otherwise materially adversely affect, the defense Indemnitee or other Party and (B) the indemnifying Party first obtain the written consent of the Indemnitee with respect to such claim or any litigation resulting therefromsettlement, shall be approved by the Indemnified Party (whose approval shall which consent will not be unreasonably withheld), and (iii) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim, and (iv) undertake reasonable steps to mitigate any such claim Losses with respect to the Claim. The provisions of Section 7.4 will govern the procedures for responding to a Claim of infringement described therein. Notwithstanding anything in this Agreement to the contrary, the indemnifying Party will have no liability under Section 9.1 or litigationSection 9.2, shallas the case may be, except with the consent of each Indemnified Party, consent to entry of any judgment for Claims settled or enter into any settlement which does not include as an unconditional term thereof the giving compromised by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or Indemnitee without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromindemnifying Party’s prior written consent.

Procedure. Each party entitled to If a Party is seeking indemnification under this Section 5.6 Article 10 (the “Indemnified Party”) ), it shall give notice to inform the party required to provide indemnification other Party (the “Indemnifying Party”) promptly of the claim giving rise to the obligation to indemnify pursuant to Article 10 as soon as reasonably practicable after receiving notice of the claim (provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party has actual knowledge of any claim Party’s rights to indemnification under, as applicable, Article 10 except to which indemnity may be sought, and shall permit the extent that such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, who shall conduct and at the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnifying Party’s cost and expense. The Indemnified Party (whose approval shall not be unreasonably withheld)have the right to participate, and the Indemnified Party may participate in such defense at its own expense, expense and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party with counsel of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partychoice, in the defense of any such claim or litigation, shall, except with suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of each the Indemnified Party, consent to 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 such Indemnified Indemnifying Party of a release from all liability may provide in respect to such claim or litigationits sole discretion. Each The Indemnified Party shall furnish such non-privileged information regarding itself not settle or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of compromise any such claim and litigation resulting therefromwithout the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Procedure. Each A party entitled to seeking indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to promptly notify the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any claim as to which indemnity may be soughtfor indemnification, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromprovided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 any liability hereunder (except to the extent that the Indemnifying Party is materially and adversely affected has suffered actual material prejudice by such failure failure). The Indemnified Party shall tender sole defense and control of such claim to provide noticethe Indemnifying Party. No The Indemnified Party shall, if requested by the Indemnifying Party, give reasonable assistance to the Indemnifying Party in the defense of any claim. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable legal expenses directly incurred from providing such assistance as such expenses are incurred. The Indemnifying Party shall have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim or litigation, shall, except only with the prior written consent of each the Indemnified Party, which consent to entry of shall not be unreasonably withheld; provided, however, that the Indemnified Party may withhold its consent if any such judgment or enter into any settlement which imposes an unreimbursed monetary or continuing non-monetary obligation on such Party or does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified release of that Party of a release and its Affiliates from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or of claims that are the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with subject matter of the defense of such claim and litigation resulting therefromindemnified claim.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification The obligations of MSD and Collaborator under this Section 5.6 14.2 (Indemnification) are conditioned upon the “Indemnified Party”) shall give delivery of written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified indemnifying Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit potential Liability within a reasonable time after the Indemnifying indemnified Party becomes aware of such potential Liability. The indemnifying Party will have the right to assume the defense of any such suit or claim related to the Liability (using counsel reasonably satisfactory to the indemnified Party) if it has assumed responsibility for the suit or claim in any litigation resulting therefrom, writing; provided that counsel the indemnified Party may assume the responsibility for such defense to the Indemnifying extent the indemnifying Party does not do so in a timely manner). The indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The Defending Party 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 Defending Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval which shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expenseconditioned or delayed. The Defending Party, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except but solely to the extent that the Indemnifying Defending Party is materially and adversely affected by such failure to provide notice. No Indemnifying also the indemnifying Party, in the defense shall not agree to any settlement of any such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified other Party of a release from all liability in with respect to such claim thereto or litigation. Each Indemnified that imposes any liability or obligation on the other Party shall furnish such non-privileged information regarding itself or without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with prior written consent of the defense of such claim and litigation resulting therefromother Party.

Procedure. Each In the event a party entitled to seeks indemnification under this Section 5.6 12.1 or 12.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after such party (the “Indemnified Party”) shall give receives notice to of the party required to provide indemnification claim (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtit being understood and agreed, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromhowever, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any by an Indemnified Party to give notice of a claim as provided herein in this Section 12.3 shall not relieve the Indemnifying Party of its obligations indemnification obligation under this Section 5.6 Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party is materially to assume direction and adversely affected by such failure control of the defense of the claim (including the right to provide notice. No settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party, ) in the defense of the claim. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim thereto, that imposes any liability or litigation. Each obligation on the Indemnified Party shall furnish such non-privileged information regarding itself or that acknowledges fault by the claim Indemnified Party; in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with each case, without the defense prior written consent of such claim and litigation resulting therefromthe Indemnified Party.

Procedure. Each Promptly after a party entitled to whom an indemnification under this Section 5.6 obligation is owed hereunder (the “an "Indemnified Party”") shall give receives notice to of the commencement of any Proceeding in respect of which indemnification may be sought hereunder, the Indemnified Party will notify the party required that is obligated to provide indemnification indemnify hereunder (the “an "Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as "); but the omission to which indemnity may be sought, and shall permit so notify the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except from any obligation hereunder unless, and only to the extent that that, such omission results in the Indemnifying Party's forfeiture of substantive rights or defenses. If any such Proceeding shall be brought against the Indemnified Party, the Indemnifying Party is materially and adversely affected by such failure shall, upon written notice given reasonably promptly following the Indemnified Party's notice to provide notice. No the Indemnifying Party, in the defense Party of any such claim or litigationProceeding, shall, except be entitled to assume the defense thereof at its own expense with counsel chosen by the consent of each Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided; however, consent to entry of that any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability may, at its own expense, retain separate counsel to participate in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromdefense.

Procedure. Each A party entitled to seeking indemnification under this Section 5.6 (the “Indemnified PartyIndemnitee”) shall give notice to promptly notify the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any claim as to which indemnity may be soughta claim, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromdemand, action or proceeding; provided that counsel for the Indemnifying Party, who shall conduct the defense of an Indemnitee’s failure to give such claim notice or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval delay in giving such notice shall not be unreasonably withheld), and the Indemnified Party may participate in affect such defense at its own expense, and provided further that the failure of any Indemnified Party Indemnitee’s right to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnification under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected has been prejudiced by such failure or delay. The Indemnifying Party shall have the right to provide notice. No Indemnifying Party, in control the defense of any such claim all indemnification claims hereunder. The Indemnitee shall have the right to participate at its own expense in the claim, demand, action or litigation, shall, except proceeding with counsel of its own choosing. The Indemnifying Party shall consult with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability Indemnitee in good faith with respect to such claim or litigation. Each Indemnified Party shall furnish such all non-privileged information regarding itself or aspects of the claim in question as an defense strategy. The Indemnitee shall cooperate with the Indemnifying Party may as reasonably request requested at the Indemnifying Party’s sole cost and expense. The Indemnifying Party shall not settle or otherwise consent to an adverse judgment in writing and as any such claim, demand, action or other proceeding that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be reasonably required in connection with the defense of such claim and litigation resulting therefromunreasonably withheld or delayed.

Procedure. Each party entitled to indemnification under this Section 5.6 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each The indemnified party entitled shall promptly notify the indemnifying party of any action for which an indemnified party intends to claim indemnification under this Section 5.6 hereunder (provided, however, that the “Indemnified Party”) shall give notice failure to so notify the indemnifying party will not relieve the indemnifying party from its indemnification obligations, except to the extent (and only to the extent) that the indemnifying party required is prejudiced by such failure). The indemnified party agrees that that the indemnifying party will have the right to provide indemnification assume and control the defense or settlement of such action, with counsel chosen by the indemnifying party and reasonably acceptable to the indemnified party; provided, however, that (i) if the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge indemnifying party assumes the defense of any claim as action, it shall have conclusively established its obligation to which indemnity may be sought, indemnify the indemnified party with respect to such action and (ii) the indemnifying party shall permit the Indemnifying Party to assume the defense not enter into any settlement or compromise of any such claim in the event such settlement or compromise imposes any litigation resulting therefrom, provided that counsel for liability or obligation on the Indemnifying Party, who shall conduct indemnified party without the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party indemnified party’s prior written consent (whose approval which consent shall not be unreasonably withheld, conditioned or delayed), . The indemnified party agrees to cooperate in all reasonable respects with the indemnifying party and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, legal representatives in the investigation and defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving action covered by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromindemnification hereunder.

Procedure. Each party entitled to indemnification under this Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such the 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (6 of notice of the “Indemnified Party”) shall give notice commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 6 as to the party required to provide particular item for which indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and shall permit it notifies an indemnifying party of the Indemnifying Party commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of any such claim in any litigation resulting therefromthereof, provided that with counsel for the Indemnifying Party, who shall conduct be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval shall indemnifying party will not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected 6 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such claim and litigation resulting therefromindemnifying party.

Procedure. Each party entitled Any Party seeking to indemnification under be indemnified by virtue of this Section 5.6 Article 11 (the “Indemnified PartyIndemnitee”) shall give notice to promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any claim as Third-Party claim, action, proceeding or liability in respect of which it intends to which indemnity may be soughtseek indemnification hereunder. The Indemnitor shall have the right to control the defense of, and enter into any settlement with respect to, any such action, claim or liability; provided, that such settlement (a) includes an unconditional release of the Indemnitee from any and all liability to any Third Party, (b) does not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights, (c) does not involve any injunctive or other equitable relief which would be imposed on Indemnitee, and (d) does not provide for any finding or admission of a violation of law or violation of the rights of any person or entity by the Indemnitee or any of its Affiliates. No such action, claim or liability shall permit be settled by the Indemnifying Party to assume Indemnitee without the prior written consent of the Indemnitor, and the Indemnitor shall not be responsible for any fees or other costs incurred other than as provided herein. The Indemnitee, its employees, agents and Affiliates shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any such claim in any litigation resulting therefromaction, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromliability covered by this indemnification. The Indemnitee shall have the right, shall but not the obligation to be approved represented by the Indemnified Party (whose approval shall not be unreasonably withheld), counsel of its own selection and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 5 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party Any Person entitled to indemnification under this Section 5.6 hereunder (the “Indemnified Party”) shall will (a) give prompt written notice to the indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as with respect to which indemnity may be soughtit seeks indemnification (provided, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 hereunder, except to the extent that the Indemnifying Party is actually and materially and adversely affected prejudiced by such failure to provide give such notice. No Indemnifying Party), and (b) unless, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party’s reasonable judgment, consent to entry a conflict 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 interest between such Indemnified Party of a release from all liability in and Indemnifying Party may exist with respect to such claim or litigation. Each Indemnified Party shall furnish claim, permit such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party. If such defense is assumed, the Indemnifying Party will not be subject to any liability for any settlement made by the Indemnified Party without its consent (but such consent will not be unreasonably withheld). An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and litigation resulting therefromexpenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless, in the reasonable judgment of any Indemnified Party, a conflict of interest may exist between such Indemnified Party and any other Indemnified Party with respect to such claim.

Procedure. Each party A Party entitled to indemnification under pursuant to this Section 5.6 9.4 (the “Indemnified Party”) shall give notice to notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such in writing of any claim, action or demand (a “Claim”) for which the Indemnified Party has actual knowledge intends to seek indemnification under this ARTICLE 9. If the Indemnifying Party fails to assume the defense of such Claim within thirty (30) days after notice of any claim such Claim, or such shorter period as is reasonably required under the circumstances, the Indemnified Party shall have the right to which indemnity may be soughtundertake the defense, compromise or settlement of such Claim on behalf of and for the account and risk, and shall permit at the expense, of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Claim at any such claim in time prior to settlement, compromise or final determination thereof. Notice of any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, Claim shall be approved by given promptly after the Indemnified Party (whose approval becomes aware of the Claim, but no delay in giving such notice shall not be unreasonably withheld), and affect the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party Party’s right to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 indemnification hereunder except to the extent that the Indemnifying Party Party’s ability to defend or settle such Claim is materially and adversely affected actually prejudiced by such failure delay. Notice of a Claim shall be accompanied by all information reasonably available to provide noticethe Indemnified Party relevant to the investigation, assessment, defense and settlement of such Claim. No The Indemnified Party shall, at the request and expense of the Indemnifying Party, in take such actions as the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the investigation, assessment, defense and settlement of such claim and litigation resulting therefromany Claim.

Procedure. Each party entitled to indemnification The obligations of MSD and Collaborator under this Section 5.6 14.2 (Indemnification) are conditioned upon the “Indemnified Party”) shall give delivery of written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified indemnifying Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit potential Liability within a reasonable time after the Indemnifying indemnified Party becomes aware of such potential Liability. The indemnifying Party will have the right to assume the defense of any such suit or claim related to the Liability (using counsel reasonably satisfactory to the indemnified Party) if it has assumed responsibility for the suit or claim in any litigation resulting therefrom, writing; provided that counsel the indemnified Party may assume the responsibility for such defense to the Indemnifying extent the indemnifying Party does not do so in a timely manner). The indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The Defending Party 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 Defending Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval which shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expenseconditioned or delayed. The Defending Party, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except but solely to the extent that the Indemnifying Defending Party is materially and adversely affected by such failure to provide notice. No Indemnifying also the indemnifying Party, in the defense shall not agree to any settlement of any such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Other Party of a release from all liability in with respect to such claim thereto or litigation. Each Indemnified that imposes any liability or obligation on the Other Party shall furnish such non-privileged information regarding itself or without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with prior written consent of the defense of such claim and litigation resulting therefromOther Party.

Procedure. Each party entitled to indemnification under this Section 5.6 Article 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article V (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article V except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (6 of notice of the “Indemnified Party”) shall give notice commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 7 as to the party required to provide particular item for which indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is then being sought, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and shall permit it notifies an indemnifying party of the Indemnifying Party commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of any such claim in any litigation resulting therefromthereof, provided that with counsel for the Indemnifying Party, who shall conduct be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval shall indemnifying party will not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected 7 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such claim and litigation resulting therefromindemnifying party.

Procedure. Each party entitled to indemnification under this Section 5.6 10 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING 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 in any litigation resulting therefrom, ; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, ; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 10 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after receipt by any indemnified party of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying party pursuant to this Section 5, such indemnified party shall notify the indemnifying party in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified party and the indemnifying party shall have been notified thereof, the indemnifying party shall be entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice participate therein, and, to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtextent that it shall wish, and shall permit the Indemnifying Party to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to such indemnified party of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct indemnifying party's election to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval indemnifying party shall not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of indemnified party for any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected legal expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified party for the same counsel to represent both the indemnified party and such indemnifying party or any affiliate or associate thereof, the indemnified party shall be entitled to retain its own counsel at the expense of such claim and litigation resulting therefromindemnifying party.

Procedure. Each party entitled to The Party seeking indemnification under this Section 5.6 (Sections 10.1, 10.2 or 10.3 shall provide the “Indemnified Party”) shall give indemnifying Party with written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtor action within ten days of its receipt thereof, and shall permit afford the Indemnifying indemnifying Party the right to assume control the defense and settlement of any such claim or action, including the right to select counsel. The Party seeking indemnification shall provide reasonable assistance to the indemnifying Party in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or action, including providing access to witnesses and documents for discovery or the prosecution of any litigation resulting therefromclaims and defenses. If the defendants in any such action include both Parties, and the indemnified Party concludes that there may be legal defenses available to it which are inconsistent with those available to the indemnifying Party, the indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and the indemnified Party shall bear the cost and expense of such separate defense, unless and to the extent the Parties otherwise agree or it is determined through arbitration hereunder that such costs and expense are or were required to be approved indemnified by the Indemnified indemnifying Party and are or were required to be incurred separately due to such inconsistent defenses. Should the indemnifying Party determine not to defend such claim or action, the indemnified Party shall have the right to maintain the defense of such claim or action and the indemnifying Party shall provide reasonable assistance to it in the defense of such claim or action and shall bear the reasonable cost and expense of such defense (including reasonable attorneys’ fees). Except to the extent provided in Section 10.3(b), neither Party shall settle any such claim or action in a way that materially adversely impacts the other Party without the prior approval of such other Party (whose which approval shall not be unreasonably withheld), and the Indemnified Party may participate in . Withholding such defense at its own expense, and provided further that the failure of approval for any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except reason unrelated to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partylitigation expenses, liability, or damages in the defense of any such pending claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term terms thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromunreasonable.

Procedure. Each party entitled to To obtain the benefits of the indemnification under this Section 5.6 (Article VII, the “Indemnified Party”) Party shall give notice to the party required to provide indemnification (the “Indemnifying 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 prompt written notice of, and, except as provided in Section 7.1, sole authority to assume defend or settle, any third party Action that forms the defense of basis for any such claim in any litigation resulting therefromfor indemnification hereunder and shall give, provided that counsel for the at Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own ’s expense, reasonable information and provided further that the failure of any Indemnified Party to give assistance with respect thereto; provided, that, (a) late notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except only to the extent that the failure to receive prompt notice prejudices the Indemnifying Party’s position, and (b) unless compelled to do so by a court of competent jurisdiction, the Indemnifying Party is materially and adversely affected shall not settle any claim that involves other than the payment of money by such failure to provide notice. No the Indemnifying Party without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld or delayed. Each party shall notify the other if it is subject to any inquiry, allegation, or Action in respect of a claim covered by this Article VII. The Indemnified Party shall be entitled to defend and control the defense of any third party Action that forms the basis of a claim for indemnification hereunder that the Indemnifying Party has elected not to defend, in which event, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable attorney’s fees and expenses (including those that may be asserted by a third party) incurred by the Indemnified Party in connection with such defense. In all other events the Indemnified Party shall be entitled, at its own expense, to participate in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such third party claim and litigation resulting therefromto engage counsel for such purpose.

Procedure. Each party In the event that any Person entitled to indemnification under this Section 5.6 10.1 or Section 10.2 (the an “Indemnified PartyIndemnitee”) is seeking such indemnification, such Indemnitee shall give notice to (i) inform, in writing, the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party of a Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (ii) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Claim (including the sole right to settle it at the sole discretion of the indemnifying Party, who shall conduct provided, that such settlement or compromise does not admit any fault or negligence on the part of the Indemnitee, nor impose any obligation on, or otherwise materially adversely affect the Indemnitee or other Party), (iii) cooperate as reasonably requested (at the expense of the indemnifying Party) in the defense of such claim the Claim, and (iv) undertake reasonable steps to mitigate any loss, damage or any litigation resulting therefromexpense with respect to the Claim(s). Notwithstanding anything in this Agreement to the contrary, the indemnifying Party shall be approved have no liability under Section 10.1 or 10.2, as the case may be, with respect to Claims settled or compromised by the Indemnified Party (whose approval Indemnitee without the indemnifying Party’s prior written consent, which shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.EXECUTION COPY Confidential

Procedure. Each party entitled to Party will promptly notify the other Party in writing in the event it becomes aware of a claim for which indemnification under this Section 5.6 may be sought hereunder. In case any proceeding (the “Indemnified Party”including any governmental investigation) shall give notice be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 9, such Party will promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after in writing. The Indemnifying Party shall have sole control of any such claim. The Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit will reasonably cooperate with the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or matter. In any litigation resulting therefromsuch proceeding, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel shall be approved at the expense of the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to pay any such settlement or final judgment. 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 (whose approval shall not be unreasonably withheld)Party, and unless such settlement includes a release of the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or on claims that are the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense subject matter of such claim and litigation resulting therefromproceeding.

Procedure. Each party In the event that any person (an “Indemnitee”) entitled to indemnification under this Section 5.6 9.1 or Section 9.2 is seeking such indemnification, such Indemnitee shall (a) inform, in writing, the “Indemnified Party”) shall give notice to indemnifying Party of the party required to provide indemnification (the “Indemnifying Party”) promptly Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (b) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any such claim in any litigation resulting therefromthe Claim (provided, provided that counsel for the Indemnifying Partyindemnifying Party may not settle the Claim without the prior consent of the Indemnitee, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not to be unreasonably withheld), and (c) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim, and (d) undertake all reasonable steps to mitigate any such claim loss, damage or litigation, shall, except expense with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigationthe Claim(s). Each Indemnified Party shall furnish such non-privileged information regarding itself or Without limiting the claim foregoing, any Indemnitee will be entitled to participate in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of a Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such claim purpose; provided, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, or (ii) the indemnifying Party has failed to assume the defense (or continue to defend such Claim in good faith) and litigation resulting therefromemploy counsel in accordance with this Section 9.3, in which case the indemnified Party will be allowed to control the defense.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party In the event of a claim by a Third Party against a Party entitled to indemnification under this Section 5.6 Agreement (the “Indemnified Party”) ), the Indemnified Party shall give notice to promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any the claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume shall undertake and solely manage and control, at its sole expense, the defense of any such the claim and its settlement. The Indemnifying Party’s obligation to defend, indemnify, and hold harmless pursuant to Section 13.1 or Section 13.2 as applicable, will be reduced to the extent the Indemnified Party’s delay in any litigation resulting therefrom, provided that counsel for providing notification pursuant to the previous sentence results in material prejudice to the Indemnifying Party; provided, who shall conduct the defense of such claim or any litigation resulting therefromhowever, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any by an Indemnified Party to give such notice as provided herein shall or otherwise meet its obligations under this Section 13.3 will not relieve the Indemnifying Party of its obligations indemnification obligation under this Section 5.6 except to the extent that Agreement. The Indemnified Party shall cooperate with the Indemnifying Party is materially and adversely affected may, at its option and expense, be represented in any such action or proceeding by such failure to provide noticecounsel of its choice. No The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Party without the Indemnifying Party’s written consent, in the defense of which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim or litigation, shall, except with unless such settlement fully and unconditionally releases the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each relating thereto, unless the Indemnified Party shall furnish such non-privileged information regarding itself or the claim otherwise agrees in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party entitled to indemnification under this Section 5.6 1.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 1.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled Promptly upon obtaining knowledge of any claim, demand, or suit which has given rise to, or could reasonably give rise to a claim, suit, or demand, for which an LSHSC Indemnitee or SDS Indemnitee, as the case may be (each an “Indemnified Entity”), seeks indemnification under this Section 5.6 Agreement (a “Subject Claim”), such Indemnified Entity shall give written notice of the Subject Claim (“Indemnified PartyNotice of Claim”) shall give notice to SDS or LSHSC from whom indemnification is sought, as the party required to provide indemnification case may be (the each an “Indemnifying Party”) promptly after such ), setting forth the amount of the Subject Claim. The Indemnified Party has actual knowledge of any claim as Entity shall furnish to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct in reasonable detail, in the defense Notice of Claim such claim information as it may have with respect to such Subject Claim (including copies of any summons, complaint or other pleading which may have been served on it and any litigation resulting therefromwritten claim, shall be approved demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Entity in the performance of the foregoing obligations in this Section 11(c) shall reduce or otherwise affect the obligation of any Indemnifying Party (whose approval shall not be unreasonably withheld)to defend, and settle, indemnify or hold the Indemnified Party may participate in such defense at its own expenseEntity harmless, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that such failure or delay shall have adversely affected the Indemnifying Party Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim, suit or demand for which the Indemnified Entity is materially and adversely affected entitled to be defended, indemnified, or held harmless under this Agreement by such failure to provide notice. No the Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party In the event that any person (an “Indemnitee”) entitled to indemnification under this Section 5.6 8.1 or Section 8.2 is seeking such indemnification, such Indemnitee shall (a) inform, in writing, the “Indemnified Party”) shall give notice to indemnifying Party of the party required to provide indemnification (the “Indemnifying Party”) promptly Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (b) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any such claim in any litigation resulting therefromthe Claim (provided, provided that counsel for the Indemnifying Partyindemnifying Party may not settle the Claim without the prior consent of the Indemnitee, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not to be unreasonably withheld), and (c) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim, and (d) undertake all reasonable steps to mitigate any such claim loss, damage or litigation, shall, except expense with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigationthe Claim(s). Each Indemnified Party shall furnish such non-privileged information regarding itself or Without limiting the claim foregoing, any Indemnitee will be entitled to participate in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of a Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such claim purpose; provided, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, or (ii) the indemnifying Party has failed to assume the defense (or continue to defend such Claim in good faith) and litigation resulting therefromemploy counsel in accordance with this Section 8.3, in which case the indemnified Party will be allowed to control the defense.

Procedure. Each party entitled to If a Party is seeking indemnification under this Section 5.6 Article 10 (the “Indemnified Party”) ), it shall give notice to inform the party required to provide indemnification other Party (the “Indemnifying Party”) promptly of the claim giving rise to the obligation to indemnify pursuant to Article 10 as soon as reasonably practicable after receiving notice of the claim (provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party has actual knowledge of any claim Party’s rights to indemnification under, as applicable, Article 10 except to which indemnity may be sought, and shall permit the extent that such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, who shall conduct and at the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnifying Party’s cost and expense. The Indemnified Party (whose approval shall not be unreasonably withheld)have the right to participate, and the Indemnified Party may participate in such defense at its own expense, expense and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party with counsel of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partychoice, in the defense of any such claim or litigation, shall, except with suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of each the Indemnified Party, consent to entry of any judgment which shall not be unreasonably withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationdelayed. Each The Indemnified Party shall furnish such non-privileged information regarding itself not settle or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of compromise any such claim and litigation resulting therefromwithout the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified PartyParty (which consent shall not be unreasonable withheld), consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (7 of notice of the “Indemnified Party”) shall give notice commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 6 as to the party required to provide particular item for which indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is then being sought, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and shall permit it notifies an indemnifying party of the Indemnifying Party commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of any such claim in any litigation resulting therefromthereof, provided that with counsel for the Indemnifying Party, who shall conduct be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval shall indemnifying party will not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected 6 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such claim and litigation resulting therefromindemnifying party.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (7 of notice of the “Indemnified Party”) commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give the indemnifying party notice of the commencement thereof; but the omission so to notify the indemnifying party shall give notice not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtsimilarly notified, and shall permit the Indemnifying Party to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval indemnifying party shall not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected 7 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof other than reasonable costs of such claim and litigation resulting therefrominvestigation.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (2.6 of notice of the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge commencement of any claim as to which indemnity may be soughtaction (including any governmental action), and shall permit the Indemnifying Party to assume the defense of any such indemnified party will, if a claim in respect thereof is to be made against any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnifying party under this Section 5.6 2.6, deliver to the indemnifying party a written notice of the commencement thereof, but the omission to so notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than pursuant to the provisions of this Section 2.6 except to the extent materially prejudiced thereby. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will have the right to participate in, and to the extent that the Indemnifying Party is materially indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and adversely affected expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such failure to provide noticecounsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, indemnifying party will consent to the entry of any judgment or enter into any settlement which (i) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself litigation or the claim in question (ii) includes a statement as to or an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense admission of such claim and litigation resulting therefromfault, culpability or a failure to act by or on behalf of any indemnified party.

Procedure. Each party entitled to indemnification under this Section 5.6 10 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, ; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party’s expense, ; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled A Party (the “Indemnitee”) that intends to claim indemnification under this Section 5.6 Article 7 shall: (i) promptly notify the indemnifying Party (the “Indemnified PartyIndemnitor”) in writing of any claim, action, suit, or other proceeding brought by third parties in respect of which the Indemnitee intends to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof, and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. Indemnitor shall give notice not settle any claim, suit or proceeding subject to this Article 7 or otherwise consent to an adverse judgment in such claim, suit or proceeding if the same materially diminishes the rights or interests of the Indemnitee without the express written consent of the Indemnitee. Notwithstanding the foregoing, the indemnity agreement in this Article 7 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, to the party required extent such consent is not withheld unreasonably or delayed. Notwithstanding anything herein to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as contrary, the Indemntee shall have the right to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of participate in any such claim in any litigation resulting therefromclaim, provided that suit or proceeding with counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense its choosing at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 A Party (the “Indemnified Party”) that intends to claim indemnification under this Article 18 shall give promptly provide notice to the party required to provide indemnification other Party (the “Indemnifying PartyIndemnitor”) promptly after such of any Liability or action in respect of which the Indemnified Party has actual knowledge intends to claim such indemnification, which notice shall include a reasonable identification of any claim as the alleged facts giving rise to which indemnity may be soughtsuch Liability, and the Indemnitor shall permit have the Indemnifying Party right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume the defense thereof with counsel selected by the Indemnitor. However, notwithstanding the foregoing, the Indemnified Party shall have the right to retain its own counsel, [ * ], unless the [ * ], in which case [ * ]. The Indemnified Party cannot settle any Liability for which it intends to claim indemnification by the Indemnitor without the prior consent of the Indemnitor. Any settlement of a Liability for which any Indemnified Party seeks to be indemnified, defended or held harmless under this Article 18 that could adversely affect the Indemnified Party shall be subject to prior consent of such claim in any litigation resulting therefromIndemnified Party, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval consent shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwithheld unreasonably.

Procedure. Each party entitled to To receive the benefit of indemnification under this Section 5.6 Sections 7.1 or 7.2, the Indemnified Party must (a) promptly notify the party from whom indemnification is sought (the “Indemnified Party”INDEMNIFYING PARTY) in writing of a claim or suit; PROVIDED, that failure to give such notice shall give notice not relieve Indemnifying Party of its indemnification obligations except where, and solely to the party required to provide indemnification (extent that, such failure actually and materially prejudices the “rights of Indemnifying Party”); (b) promptly after such Indemnified Party has actual knowledge of any claim as provide reasonable cooperation (at the Indemnifying Party's expense); and (c) tender to which indemnity may be sought, and shall permit the Indemnifying Party (and its insurer) full authority to assume defend or settle the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or suit; PROVIDED that no settlement requiring any litigation resulting therefrom, shall be approved admission by the Indemnified Party (whose approval shall not be unreasonably withheld), and or that imposes any material obligation or loss on the Indemnified Party may shall be made without the Indemnified Party's consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party's written consent. The Indemnified Party has the right to participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, expense in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability suit and in respect to such claim or litigationselecting counsel therefor. Each The Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an cooperate with Indemnifying Party may (and its insurer), as reasonably request in writing requested, at Indemnifying Party's cost and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromexpense.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified PartyParty (which consent shall not be unreasonably withheld), consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after receipt by an Indemnified Person of notice from any third party entitled to indemnification under this Section 5.6 (of the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after commencement of any lawsuit, inquiry or other proceeding or investigation thereof, such Indemnified Person will, if a claim in respect thereof is to be made against the Indemnifying Party has actual knowledge hereunder, notify the Indemnifying Party in writing of the commencement thereof; but the omission so to notify the Indemnifying Party will not relieve the Indemnifying Party (x) from any claim as liability which it may have to any Indemnified Person hereunder unless the Indemnifying Party is actually prejudiced thereby or (y) from any liability which indemnity it may be sought, and have to any Indemnified Person otherwise than pursuant to this Article VII. Each Indemnified Person shall permit the Indemnifying Party to assume the defense of any such claim with counsel reasonably satisfactory to such Indemnified Person; provided, however, that any Indemnified Person shall have the right to employ separate counsel and to participate in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromclaim, but the fees and expenses of such counsel shall be approved by at the expense of such Indemnified Party Person unless (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve A) the Indemnifying Party of its obligations under this Section 5.6 except has agreed to the extent that pay such fees or expenses, (B) the Indemnifying Party is materially and adversely affected by such failure shall have failed to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with assume the defense of such claim and litigation resulting therefrom.employ

Procedure. Each party entitled 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 indemnification under this Section 5.6 Article 13 (Indemnification; Insurance), such Party (the “Indemnified Party”) shall give notice to will promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, in writing and shall permit the Indemnifying Party and Indemnified Party will, without limiting the applicable Party’s indemnification obligations under Section 13.1 (Indemnification by Evelo) or Section 13.2 (Indemnification by ALJ), meet to assume discuss how to respond to any claims that are the defense subject matter of any such claim in any litigation resulting therefrom, provided that counsel for proceeding. The Indemnified Party will cooperate fully with the Indemnifying Party, who shall conduct the Party in defense of such claim or matter. In any litigation resulting therefromsuch proceeding, shall be approved by 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 (whose approval shall not be unreasonably withheld), a) the Indemnifying Party and the Indemnified Party may participate in will have agreed to the retention of such defense at its own expense, and provided further that counsel or (b) the failure of named parties to any Indemnified Party to give notice as provided herein shall not relieve such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving both Parties by the claimant same counsel would be inappropriate due to actual or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.potential differing interests between

Procedure. Each party entitled to indemnification under this Section 5.6 4 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each the Indemnified Party, consent to 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 such all Indemnified Party Parties of a release from all liability in respect to of such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an any Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party entitled to indemnification under this Section 5.6 10.4 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 10.4 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.. EXHIBIT 99.3 (CONTINUED)

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.Each

Procedure. Each Promptly after receipt by an indemnified party of notice of the commencement of any action (which notice shall be provided in accordance with the provisions of Section 8 of the Agreement), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party, notify in writing the indemnifying party of the commencement thereof; provided, however, the failure to so notify the indemnifying party will not relieve the indemnifying party from any liability that it may have to the indemnified party, except to the extent the defense of such action is materially and irrevocably prejudiced by the indemnified party’s failure to give such notice as to the particular item for which indemnification is then being sought. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice participate therein, and to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of extent that it may wish, jointly with any claim as to which indemnity may be soughtother indemnifying party, and shall permit the Indemnifying Party similarly notified, to assume the defense of any such claim in any litigation resulting therefromthereof, provided that with counsel for the Indemnifying Party, who shall conduct be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval shall indemnifying party will not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of indemnified party for any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such claim and litigation resulting therefromindemnifying party.

Procedure. Each party entitled to indemnification under this Section 5.6 5 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No The Indemnifying PartyParty shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the defense same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such claim or litigation, shall, except with the consent of each Indemnified Party, consent provided, however, that if separate firm(s) of attorneys are required due to entry a conflict of any judgment or enter into any settlement which does not include as an unconditional term thereof interest, then the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as indemnifying party shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.liable

Procedure. Each party entitled to indemnification under --------- this Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such the 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to If a Party seeks indemnification under this Section 5.6 Article 5, such party (the “Indemnified Party”) shall give written notice to the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge receiving written notice of any action, lawsuit, proceeding, investigation or other claim as against it (if by a third party) or discovering the Liability or facts giving rise to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromfor indemnification, provided that counsel for describing the Indemnifying Partyclaim, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party amount thereof (whose approval shall not be unreasonably withheldif known and quantifiable), and the Indemnified Party may participate in such defense at its own expense, and basis thereof; provided further that the failure of any Indemnified to so notify the Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 hereunder except to the extent such failure shall have harmed the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 5, the Indemnified Party shall promptly notify the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partyof the same in writing, specifying in detail the defense basis of any such claim or litigation, shall, except with and the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof facts pertaining thereto and the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Indemnifying Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with entitled to at its option to control the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at its expense, and litigation resulting therefromat its option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense.

Procedure. Each party entitled to indemnification under this Section 5.6 (the “"Indemnified Party”") shall give notice to the party or parties required to provide indemnification (the “"Indemnifying 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 in or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by reasonably acceptable to the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party Party. Failure to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except section to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide noticeis not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a an unconditional release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.reasonably

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (6 of notice of the “Indemnified Party”) shall give notice commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, notify in writing the in demnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 6 as to the party required to provide particular item for which indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and shall permit it notifies an indemnifying party of the Indemnifying Party commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of any such claim in any litigation resulting therefromthereof, provided that with counsel for the Indemnifying Party, who shall conduct be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval shall indemnifying party will not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected 6 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such claim and litigation resulting therefromindemnifying party.

Procedure. Each The party entitled to requesting indemnification under this Section 5.6 hereunder (the “Indemnified Party”) shall give notice to will (i) provide the other party required to provide indemnification (the “Indemnifying 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 with prompt notice of any such claim in any litigation resulting therefromClaim (provided, provided however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein do so shall not relieve the Indemnifying Party of its indemnification obligations under this Section 5.6 hereunder except to the extent that of any material prejudice to the Indemnifying Party is materially and adversely affected by as a direct result of such failure to provide notice. No Indemnifying Party, in failure); (ii) permit the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing to assume and as shall be reasonably required in connection with control the defense of such claim action upon the Indemnifying Party’s written notice to the Indemnified Party of its intention to indemnify; and litigation resulting therefrom.(iii) upon the Indemnifying Party’s written request, provide to the Indemnifying Party all available information and assistance reasonably necessary for the Indemnifying Party to defend such Claim. The Indemnified Party shall have the right, at its sole cost and expense, to participate in the defense and settlement of any such Claim with counsel of its choice. Notwithstanding the foregoing, BeyondTrust shall have no obligation to indemnify Licensee to the extent that any Claim arises from (a) Licensee’s use of the BeyondTrust Products in contravention of this Agreement or the Documentation; (b) the combination or use of the BeyondTrust Products with any other services, technology, content or material that were neither

Procedure. Each party entitled to indemnification under this Section 5.6 If any Third Party shall notify CSI or Pala (the Party so notified, the “Indemnified Party”) shall with respect to any matter which may give notice rise to a claim for indemnification against the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such under this Article 8, then the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit promptly notify the Indemnifying Party thereof in writing; provided, however, that failure to assume the defense of notify any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except from any obligation hereunder unless (and then solely to the extent that extent) the Indemnifying Party is materially and adversely affected prejudiced by such failure to provide noticefailure. No The Indemnified Party will reasonably cooperate with Indemnifying Party with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by Indemnifying Party, provided that, if any settlement requires an affirmative obligation of, results in the defense of any ongoing liability to or prejudices or detrimentally impacts, Indemnified Party in any way and such claim obligation, liability, prejudice or litigationimpact can reasonably be expected to be material, shall, except with the consent of each then such settlement shall require Indemnified Party, ’s written consent (not to entry of any judgment be unreasonably withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff delayed) and Indemnified Party may have its own counsel in attendance (at its sole expense) at all proceedings and substantive negotiations relating to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromclaim.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (7 of notice of the “Indemnified Party”) commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give the indemnifying party notice of the commencement thereof; but the omission so to notify the indemnifying party shall give notice not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party shall not be entitled to participate in and, to the extent that it may wish, jointly with any other indemnifying party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtsimilarly notified, and shall permit the Indemnifying Party to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct its election so to assume the defense of such claim or any litigation resulting therefromthereof, the indemnifying party shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected 7 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof other than reasonable costs of such claim and litigation resulting therefrominvestigation.

Procedure. Each party entitled to indemnification under this Section 5.6 Any Kirin Indemnified Party or Hyseq Indemnified Party (the “Indemnified Party”each, an "INDEMNIFIED PARTY") shall give prompt written notice to the party required to provide indemnification other Party (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim Kirin Claim or Hyseq Claim, as applicable, with respect to which indemnity indemnification may be soughtrequired under this Article 9, and provided that failure to give such notice shall permit not impair the obligation of the Indemnifying Party to provide indemnification hereunder except if and to the extent that failure materially impairs the ability of the Indemnifying Party successfully to defend such claim. The Indemnifying Party shall be entitled to assume the defense and control of any such claim in any litigation resulting therefromKirin Claim or Hyseq Claim, as applicable, at its own cost and expense, provided that the Indemnified Party shall have the right to be represented by its own counsel for at its own cost in such matters. The Indemnified Party shall provide all reasonable assistance to the Indemnifying Party, who shall conduct at the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own Indemnifying Party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of any claim hereunder. In the event the Indemnifying Party declines to assume control of any Kirin Claim or Hyseq Claim, as applicable, the Indemnified Party may assume such control the defense and settlement of such claim at the sole cost and litigation resulting therefromexpense of the Indemnifying Party. The Indemnifying Party shall not settle or dispose of any Kirin Claim or Hyseq Claim, as applicable, in any manner which would adversely impact the rights or interests of the Indemnified Party without its prior written consent.

Procedure. Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such The Indemnified Party has actual knowledge shall, in the event of any claim as to claim, suit, action or proceeding against it in respect of which indemnity may be soughtsought on account of any indemnity agreement by the Indemnifying Parties contained herein, and shall permit promptly give written notice thereof to the appropriate Indemnifying Parties. When such notice is given, the Indemnifying Party shall be entitled to participate at its own expense in the defense of, or if it so elects, to assume the defense of any of, such claim claim, suit, action or proceeding, in any litigation resulting therefrom, provided that which event such defense shall be conducted by counsel for chosen by the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve but if the Indemnifying Party shall elect not to assume such defense, it shall reimburse such Indemnified Party or Parties for the reasonable fees and expenses of its obligations under this Section 5.6 except to any counsel retained by them. The foregoing notwithstanding, in the extent event that the Indemnifying Party is materially shall assume such defense and adversely affected any Indemnified Party or Parties shall be advised by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving independent legal counsel that counsel selected by the claimant Indemnifying Party is not fully and adequately protecting such party or plaintiff to parties and representing the interests of such party or parties, any such Indemnified Party or Parties shall have the right to conduct its or their own defense against any such claim, suit, action or proceeding in addition to or in lieu of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the any defense of such claim and litigation resulting therefrom.conducted by the

Procedure. Each party entitled to indemnification under this Section 5.6 --------- Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party A Person entitled to indemnification under this Section 5.6 ARTICLE 13 (the an “Indemnified Party”) shall give notice prompt written notification to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the commencement of any claim as to Third-Party Claim for which indemnity indemnification may be soughtsought or, and shall permit if earlier, upon the Indemnifying Party to assume the defense assertion of any such claim in any litigation resulting therefromThird- Party Claim (it being understood and agreed, provided that counsel for the Indemnifying Partyhowever, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any by an Indemnified Party to give notice of a Third-Party Claim as provided herein in this Section 13.3 shall not relieve the Indemnifying Party of its obligations indemnification obligation under this Section 5.6 Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] after delivery of such notification, the Indemnifying Party is materially and adversely affected by such failure may, upon written notice thereof to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry assume control 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim 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 reasonable costs and litigation resulting therefrom.expenses, including attorney fees, incurred by the Indemnified Party in defending itself within [**] after receipt of any reasonably

Procedure. Each party entitled to indemnification under this --------- Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to ----------------- provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the -------- Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party Parties (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further provided, further, that -------- ------- the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each the Indemnified PartyParties, consent to 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 such all Indemnified Party Parties of a release from all liability in respect to of such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an any Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 y2.4 of notice of the commencement of any action (the “Indemnified Party”) shall give notice including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.4, deliver to the indemnifying party required a written notice of the commencement thereof and the indemnifying party shall have the right to provide indemnification (participate in, and, to the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of extent the indemnifying party so desires, jointly with any claim as to which indemnity may be soughtother indemnifying party similarly noticed, and shall permit the Indemnifying Party to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such claim in any litigation resulting therefromaction, provided that counsel for the Indemnifying Party, who shall conduct the defense of if materially prejudicial to its ability to defend such claim or any litigation resulting therefromaction, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in relieve such defense at its own expense, and provided further that the failure indemnifying party of any Indemnified Party liability to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice2.4. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to 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 such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled 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 (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to indemnification under this Section 5.6 Article 12, such Party (the “Indemnified Party”) shall will give prompt written notice of the indemnity claim to the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such and provide a copy to the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party has actual knowledge receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of any claim as liability to which the Indemnified Party under this Article 12 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 may be soughtobligation, and shall the Indemnified Party will permit the Indemnifying Party to assume the defense of control any litigation relating to such claim in any litigation resulting therefrom, provided that counsel for and the Indemnifying Party, who shall conduct the defense disposition of such claim by negotiated settlement or otherwise and any litigation resulting therefrom, shall failure to contest prior to assuming control will be approved by deemed to be an admission of the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party obligation to give notice as provided herein shall not relieve the indemnify. The Indemnifying Party of its obligations under this Section 5.6 except will act reasonably and in good faith with respect to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect matters relating to such claim and will not settle or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of otherwise resolve such claim and litigation resulting therefrom[***].

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (5.4.1 of notice of the “Indemnified Party”) shall give notice commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 5.4.1, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 5.4.1 as to the party required to provide particular item for which indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is then being sought, but not from any other liability which it may have to any indemnified party. In case any such action is brought against any indemnified party, and shall permit it notifies an indemnifying party of the Indemnifying Party commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of any such claim in any litigation resulting therefromthereof, provided that with counsel for the Indemnifying Party, who shall conduct be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval shall indemnifying party will not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected paragraph 5.4.1 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such claim and litigation resulting therefromindemnifying party.

Procedure. Each party entitled to indemnification under this Section 5.6 8 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party Parties (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each the Indemnified PartyParties, consent to 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 such all Indemnified Party Parties of a release from all liability in respect to of such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an any Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party entitled to indemnification under this Section 5.6 A Party (the “Indemnified Party”) shall give notice to promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such in writing of any Claim in respect of which the Indemnified Party has actual knowledge of any intends to claim as to which indemnity may be soughtindemnification under this Article 13, and shall permit the Indemnifying Party to assume shall have sole control of the defense of any such claim in any litigation resulting therefromand/or settlement thereof; provided, provided however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by (i) the Indemnified Party (whose approval shall have the right to consent to any settlement, which shall not be unreasonably withheld)withheld or delayed and (ii) defense activities to be taken by the Indemnifying Party shall not impair the Indemnified Party’s reputation or admit or increase any criminal liability of the Indemnified Party, its Majority-Owned Affiliates, their directors, officers and employees without consent from the Indemnified Party. The failure to deliver written notice to the Indemnifying Party within a reasonable time after the commencement of any such Claim shall not relieve such Indemnifying Party of any liability to the Indemnified Party may participate in such defense at its own expense, and provided further that hereunder unless the failure of any is materially prejudicial to the Indemnifying Party’s ability to defend such Claim. The Indemnifying Party will select legal counsel with experience in similar actions and which is reasonably acceptable to the Indemnified Party. The Indemnified Party to give notice as provided herein shall not relieve reasonably cooperate with the Indemnifying Party of and its obligations under this Section 5.6 except to the extent that legal representatives, at the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party’s expense, in the defense investigation of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving Claim covered by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromthis indemnification.

Procedure. Each All claims for indemnification by a party entitled to indemnification under this Section 5.6 Article 5 (the party claiming indemnification and the party against whom such claims are asserted being hereinafter called the “Indemnified Party”) shall give notice to the party required to provide indemnification (” and the “Indemnifying Party”, respectively) promptly after shall be asserted and resolved as follows: (a) In the event that 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 has actual knowledge by a third party, such Indemnified Party shall, promptly but in any event within 30 days of any claim as the receipt thereof, give notice (the “Claim Notice”) to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromdemand, shall be approved by specifying the Indemnified Party (whose approval 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 unreasonably withheld)binding upon either party in its effort to collect the final amount of such claim or demand. To the extent the Indemnifying Party is prejudiced thereby, and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure to so notify the Indemnifying Party of any Indemnified Party to give notice as provided herein such claims or action shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except from liability that it may have to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability under the indemnification provisions contained in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.this

Procedure. Each party entitled to A Person seeking indemnification under this Section 5.6 10.1 hereof (the “Indemnified Party”) in respect of a Third Party Claim shall give prompt notice of such Third Party Claim to the party required to provide indemnification Party from which recovery is sought (the “Indemnifying 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 direction and control of the defense of the Third Party Claim, provided that the Indemnifying Party shall act reasonably and in good faith with respect to all matters relating to the defense or settlement of such Third Party Claim as the defense or settlement relates to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the right to participate in, but not control, the defense of any Claim, and request separate counsel, with the fees and expenses to be paid by the Indemnified Party, unless (a) representation of such claim Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other Party represented by such counsel in any litigation resulting therefromsuch proceedings, provided that counsel for or (b) the Indemnifying Party has failed to assume the defense of the applicable Claim, in which case ((a) or (b)), such reasonable fees and expenses shall be paid by the Indemnifying Party. The Indemnified Party, who its employees and agents, shall conduct reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation and defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Third Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide noticeClaim. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.ImmunoGen/Millennium Confidential

Procedure. Each party In the event that any Person entitled to indemnification under this Section 5.6 8.1 or Section 8.2 (the an “Indemnified PartyIndemnitee”) shall give notice to is seeking such indemnification, such Indemnitee will (i) inform, in writing, the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party of a Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (ii) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any such claim in any litigation resulting therefromthe Claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that counsel for such settlement or compromise does not admit any fault or negligence on the Indemnifying part of the Indemnitee, or impose any obligation on, or otherwise materially adversely affect, the Indemnitee or other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and (iii) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim, and (iv) undertake reasonable steps to mitigate any such claim loss, damage or litigationexpense with respect to the Claim. The provisions of Section 6.4 will govern the procedures for responding to a Claim of infringement described therein. Notwithstanding anything in this Agreement to the contrary, shallthe indemnifying Party will have no liability under Section 8.1 or 8.2, except as the case may be, with the consent of each Indemnified Party, consent respect to entry of any judgment Claims settled or enter into any settlement which does not include as an unconditional term thereof the giving compromised by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or Indemnitee without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromindemnifying Party’s prior written consent.

Procedure. Each party entitled to indemnification under this Section 5.6 1.8 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except 1, to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide noticeis not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 7 --------- (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such the 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under tinder this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving giving, by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to If a Party seeks indemnification under this Section 5.6 Article VII, such party (the “"Indemnified Party”") shall give written notice to the party required to provide indemnification other party(ies) (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge receiving written notice of any action, lawsuit, proceeding, investigation or other claim as against it (if by a third party) or discovering the liability, obligation or facts giving rise to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromfor indemnification, provided that counsel for describing the Indemnifying Partyclaim, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party amount thereof (whose approval shall not be unreasonably withheldif known and quantifiable), and the Indemnified Party may participate in such defense at its own expense, and basis thereof; provided further that the failure of any Indemnified to so notify the Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its or his obligations under this Section 5.6 hereunder except to the extent such failure shall have harmed the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to Article VII, the Indemnified Party shall promptly notify the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partyof the same in writing, specifying in detail the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense basis of such claim and litigation resulting therefrom.the facts pertaining thereto and the Indemnifying Party shall defend such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party's claim for indemnification at its own expense, and shall be entitled to appoint lead counsel of such

Procedure. Each party If a Person entitled to indemnification under this Section 5.6 9.1 or Section 9.2 (the an “Indemnified PartyIndemnitee”) shall give notice to seeks such indemnification, such Indemnitee will (a) inform the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party in writing of a Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (b) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any the Claim (including the sole right to settle such claim in any litigation resulting therefrom, Claim at the sole discretion of the indemnifying Party; provided that counsel for (i) such settlement or compromise does not admit any fault or negligence on the Indemnifying Partypart of the Indemnitee, who shall conduct or impose any obligation on, or otherwise materially adversely affect, the defense Indemnitee or other Party and (ii) the indemnifying Party first obtain the written consent of the Indemnitee with respect to such claim or any litigation resulting therefromsettlement, shall be approved by the Indemnified Party (whose approval shall which consent will not be unreasonably withheld), and (c) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim, and (d) undertake reasonable steps to mitigate any such claim Losses with respect to the Claim. The provisions of Section 7.4 will govern the procedures for responding to a Claim of infringement described therein. Notwithstanding anything in this Agreement to the contrary, the indemnifying Party will have no liability under Section 9.1 or litigationSection 9.2, shallas the case may be, except with the consent of each Indemnified Party, consent to entry of any judgment for Claims settled or enter into any settlement which does not include as an unconditional term thereof the giving compromised by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or Indemnitee without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromindemnifying Party’s prior written consent.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 5 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 2.4 of notice of the commencement of any action (the “Indemnified Party”) shall give notice including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.4, deliver to the indemnifying party required a written notice of the commencement thereof and the indemnifying party shall have the right to provide indemnification (participate in, and, to the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of extent the indemnifying party so desires, jointly with any claim as to which indemnity may be soughtother indemnifying party similarly noticed, and shall permit the Indemnifying Party to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such claim in any litigation resulting therefromaction, provided that counsel for the Indemnifying Party, who shall conduct the defense of if materially prejudicial to its ability to defend such claim or any litigation resulting therefromaction, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in relieve such defense at its own expense, and provided further that the failure indemnifying party of any Indemnified Party liability to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice2.4. No Indemnifying Partyindemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Partyindemnified party, consent to 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 such Indemnified Party indemnified party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to If a Party is seeking indemnification under this Section 5.6 Article 9 (the “Indemnified Party”) ), it shall give notice to inform the party required to provide indemnification other Party (the “Indemnifying Party”) promptly of the claim giving rise to the obligation to indemnify pursuant to this Article 9 as soon as reasonably practicable after receiving notice of the claim (provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party has actual knowledge of any claim as Party’s rights to which indemnity may be soughtindemnification under this Article 9, and shall permit except to the extent that such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, who shall conduct and at the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnifying Party’s cost and expense. The Indemnified Party (whose approval shall not be unreasonably withheld)have the right to participate, and the Indemnified Party may participate in such defense at its own expense, expense and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party with counsel of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partychoice, in the defense of any such claim or litigation, shall, except with suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of each the Indemnified Party, consent not to 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 such Indemnified Party of a release from all liability in respect to such claim or litigationbe unreasonably withheld. Each The Indemnified Party shall furnish not settle or compromise any such non-privileged information regarding itself claim without the prior written consent of the Indemnifying Party, which it may provide in its sole discretion. If the Parties cannot agree as to the application of Section 9.1.1 or 9.1.2 to any claim, pending resolution of the claim in question as an Indemnifying Party dispute pursuant to Section 10.6, the Parties may reasonably request in writing and as shall be reasonably required in connection with the defense conduct separate defenses of such claims, with each Party retaining the right to claim and litigation resulting therefromindemnification from the other Party in accordance with Section 9.1.1 or 9.1.2 upon resolution of the underlying claim.

Procedure. Each party If a Person entitled to indemnification under this Section 5.6 9.1 or Section 9.2 (the an “Indemnified PartyIndemnitee”) shall give notice to seeks such indemnification, such Indemnitee will (a) inform the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party in writing of a Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (b) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any the Claim (including the sole right to settle such claim in any litigation resulting therefromClaim at the sole discretion of the indemnifying Party, provided that counsel for (i) such settlement or compromise does not admit any fault or negligence on the Indemnifying Partypart of the Indemnitee, who shall conduct or impose any obligation on, or otherwise materially adversely affect, the defense Indemnitee or other Party and (ii) the indemnifying Party first obtain the written consent of the Indemnitee with respect to such claim or any litigation resulting therefromsettlement, shall be approved by the Indemnified Party (whose approval shall which consent will not be unreasonably withheld, conditioned or delayed), and (c) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim and (d) undertake reasonable steps to mitigate any such claim Losses with respect to the Claim. The provisions of Section 7.4 will govern the procedures for responding to a Claim of infringement described therein. Notwithstanding anything in this Agreement to the contrary, the indemnifying Party will have no liability under Section 9.1 or litigationSection 9.2, shallas the case may be, except with the consent of each Indemnified Party, consent to entry of any judgment for Claims settled or enter into any settlement which does not include as an unconditional term thereof the giving compromised by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or Indemnitee without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromindemnifying Party’s prior written consent.

Procedure. Each party entitled to indemnification under this Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article --------- (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying 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 in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled The Party seeking to indemnification under this Section 5.6 be indemnified (the “Indemnified Party”) pursuant to this Section 3.6 shall give notice to notify in writing the party required to provide Party providing such indemnification (the “Indemnifying Party”) promptly after such stating the nature of the claim. In the event of a Claim instituted by a third party, the 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 in any litigation resulting therefrom, provided that counsel for (i) give the Indemnifying Party, who shall conduct at the Indemnifying Party’s option, the full opportunity to control the response thereto and the defense of thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall not settle any such claim or any litigation resulting therefrom, shall be approved by action without the prior written consent of the Indemnified Party (whose approval which consent shall not be unreasonably withheld), and the Indemnified Party may participate in withheld or delayed) or such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a an unconditional release from all liability in respect favor of the Indemnified Party; and (ii) cooperate with the Indemnifying Party, at the Indemnifying Party’s cost and expense, in the defense or settlement thereof. Notwithstanding the foregoing, the indemnification obligations hereunder shall not be relieved hereunder for failure to such claim do the foregoing, or litigationdelay with so doing, unless the Indemnifying Party is materially prejudiced thereby. Each In addition, the Indemnified Party may, at its own expense, participate in its defense of any claim. An Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromuse its commercially reasonable efforts to mitigate any Claim.

Procedure. Each If any third party entitled shall notify any party to this Agreement (an INDEMNIFIED PARTY) with respect to any matter which may give rise to a claim for indemnification against any other party (an INDEMNIFYING PARTY) under this Section 5.6 (2.3, then the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit notify the Indemnifying Party to assume thereof promptly; provided, however, that no delay on the defense part of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval in notifying any Indemnifying Party shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 from any liability or obligation hereunder, except to the extent otherwise expressly provided herein or to the extent (but solely to the extent) the Indemnifying Party thereby is damaged. In the event any Indemnifying Party notifies the Indemnified Party within 15 days after the Indemnified Party has given notice of the matter that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of any such claim or litigation, shall, except with its choice reasonably satisfactory to the consent of each Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent counsel to the Indemnified Party concludes reasonably that it has a conflict of interest), (iii) the Indemnified Party will not consent to the entry of any judgment Judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with matter without the defense of such claim and litigation resulting therefrom.written

Procedure. Each Promptly after receipt by the party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give of notice of the commencement of any action (including any governmental action), such Indemnified Party will, if a claim in respect thereof is to the be made against any party required to provide indemnification under this Section 6 (the “"Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as "), deliver to which indemnity may be sought, and shall permit the Indemnifying Party a written notice of the commencement thereof and the Indemnifying Party shall have the right to participate in, and, to the extent the Indemnifying Party so desires, jointly with any other Indemnifying Party similarly noticed, to assume the defense of any such claim in any litigation resulting therefromthereof with counsel mutually satisfactory to the parties; provided, provided however, that an Indemnified Party shall have the right to retain its own counsel (limited to one counsel for all Indemnified Parties), with the fees and expenses of such counsel to be paid by the Indemnifying Party, who shall conduct the defense if representation of such claim Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any litigation resulting therefromother party represented by such counsel in such proceeding. The failure to deliver written notice to the Indemnifying Party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall be approved by relieve such Indemnifying Party of any liability to the Indemnified Party (whose approval shall under this Section 6, but the omission so to deliver written notice to the Indemnifying Party will not be unreasonably withheld), and the Indemnified Party relieve it of any liability that it may participate in such defense at its own expense, and provided further that the failure of have to any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations otherwise under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom6.

Procedure. Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such An Indemnified Party has actual knowledge of any claim as seeking indemnification pursuant to which indemnity may be sought, and this Agreement shall permit provide the Indemnifying Party to assume with prompt written notice of a Claim and shall cooperate with the Indemnifying Party in good faith and in all reasonable respects in connection with the defense of any such claim in any litigation resulting therefrom, provided that counsel for action at the expense of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the . The Indemnified Party (whose approval shall not be unreasonably withheld)may, and the Indemnified Party may participate in such defense at its own expenseoption, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, participate in the defense of any such claim Claim, with its separate counsel and at its own cost, and the Indemnifying Party agrees to cooperate in good faith and in all reasonable respects with such counsel; provided, however, that the Indemnifying Party shall have sole control of the defense and any settlement of such Claim or litigationaction, shall, except with and the Indemnified Party shall not compromise or settle any such Claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not without the consent of each the Indemnified PartyParty (such consent not to be unreasonably withheld, consent to entry of any judgment conditioned or delayed), enter into any settlement which does not include as an unconditional term thereof that requires a finding or admission of fault of the giving by Indemnified Party, or reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to, or otherwise prejudice the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromParty.

Procedure. Each party The Indemnifying Party shall be entitled to indemnification under this Section 5.6 (participate in and assume the “defense of any Indemnified Proceeding, with counsel reasonably satisfactory to the Indemnified Party”) shall give , and, after notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit from the Indemnifying Party of its election to assume the defense thereof, the Indemnifying Party shall be responsible for all legal and other expenses incurred by it in connection therewith; provided, that, if the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or are in addition to those available to the Indemnifying Party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 13, the Indemnifying Party shall not have the right to assume the defense of any such claim in any litigation resulting therefromaction on behalf of the Indemnified Party, provided that counsel and the Indemnifying Party shall reimburse the Indemnified Party for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or any litigation resulting therefrom, shall be approved a single counsel retained by the Indemnified Party (whose approval shall not be unreasonably withheld), and which are reasonably related to the matters covered by the indemnity agreement in this Section 13. The Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve fully cooperate with the Indemnifying Party and its representatives in the investigation of its obligations under this Section 5.6 except any claim or lawsuit related to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, Services provided in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to 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 such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromthis Agreement.