Common use of Process for Indemnification Clause in Contracts

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY).

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (BioGenericsCoherus’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, such Party (the Indemnitee “Indemnitee”) shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an the Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would may have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY).

Process for Indemnification. A claim to which indemnification applies under Section 10.1 9.1 (BioGenericsCoherus’ Right to Indemnification) or Section 10.2 9.2 (LicenseeDistributor’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party Party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 9.1 or Section 10.29.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 9.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 10 (CONFIDENTIALITY).

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) 14.1 or Section 10.2 (Licensee’s Right to Indemnification) 14.2 shall be referred to herein as an “Indemnification Claim”. If a party Party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 14.1 or Section 10.214.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described above in this Section 10.3 above14.3, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that which would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information Information under the control of the Indemnitee, which information Information shall be subject to Article 11 (CONFIDENTIALITY)11.

Process for Indemnification. (a) A claim party entitled to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) hereunder shall herein be referred to herein as an “Indemnification Claim”. If a Indemnified Party.” A party obligated to indemnify an Indemnified Party hereunder shall herein be referred to as an “Indemnifying Party.” As soon as is reasonable after an Indemnified Party either (collectively, the “Indemnitee”i) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware receives notice of any claim that or the commencement of any action by any third party which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder (a “Third Party Claim”) or (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation Indemnifying Party under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result Article VII, notify such Indemnifying Party in writing of such failure to give notice). The Indemnitor shall have claim, action or Loss, as the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteecase may be; provided, however, that an Indemnitee failure to notify Indemnifying Party shall not relieve Indemnifying Party of its indemnity obligation, except to the extent Indemnifying Party is actually prejudiced in its defense of the action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, action or Loss, to the extent known. Except as provided in this Section 7.3, Indemnifying Party shall, at its sole expense, have the right to retain counsel acceptable to the Indemnified Party, to contest, defend, litigate or settle any such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that the Indemnifying Party shall have notified the Indemnified Party in writing of its intention to do so within 15 days of the Indemnified Party having given notice of the Third Party Claim to the Indemnifying Party; provided, further, that (1) the Indemnifying Party expressly agrees in such notice to the Indemnified Party that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to fully satisfy and discharge the Third Party Claim subject to the limitations with respect to indemnification included in this Agreement; (2) the Third Party Claim is not, in the reasonable judgment of the Indemnified Party, likely to result in Losses that will exceed the Cap; (3) if reasonably requested to do so by the Indemnified Party, the Indemnifying Party shall have made reasonably adequate provision to ensure the Indemnified Party of the financial ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result from such Third Party Claim; (4) assumption by the Indemnifying Party of such Third Party Claim could not reasonably be expected to cause a material adverse effect on the Indemnified Party’s business , and (5) the Indemnifying Party shall diligently contest the Third Party Claim (the conditions set forth in clauses (1), (2), (3), (4) and (5) being collectively referred to as the “Litigation Conditions”). The Indemnified Party shall have the right to retain participate in, and to be represented by counsel (at its own counselexpense) in any such contest, with the fees and expenses to be paid defense, litigation or settlement conducted by the IndemniteeIndemnifying Party; provided, that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim or if representation of such Indemnitee the Indemnifying Party and the Indemnified Party by the same counsel retained by would, in the Indemnitor would be inappropriate due to actual or potential differing interests between reasonable opinion of such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense counsel, constitute a non-waivable conflict of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do sointerest under applicable standards of professional conduct. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, Indemnifying Party shall not be unreasonably withheld, delayedentitled, or conditioned. The Indemnitee shall reasonably cooperate with lose its right, to contest, defend, litigate and settle the Indemnitor at Third Party Claim if the Indemnitor’s expense and Indemnified Party shall make available give written notice to the Indemnitor all pertinent information under Indemnifying Party of any objection thereto based upon the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY)Litigation Conditions.

Process for Indemnification. (a) A claim Party entitled to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) hereunder shall herein be referred to herein as an “Indemnification Claim”. If a party Indemnified Party.” A Party obligated to indemnify an Indemnified Party hereunder shall herein be referred to as an “Indemnifying Party.” As soon as is reasonable after an Indemnified Party either (collectively, the “Indemnitee”i) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware receives notice of any claim that or the commencement of any Action by any third party which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder (a “Third Party Claim”) or (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation Indemnifying Party under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result Article VII, notify such Indemnifying Party in writing of such failure to give notice). The Indemnitor shall have claim, action or Loss, as the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteecase may be; provided, however, that an Indemnitee failure to notify Indemnifying Party shall not relieve Indemnifying Party of its indemnity obligation, except to the extent Indemnifying Party is actually prejudiced in its defense of the Action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, Action or Loss, to the extent known. Except as provided in this Section 7.3, the Indemnifying Party shall have the right using counsel reasonably acceptable to the Indemnified Party, to contest, defend, litigate or settle any such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that the Indemnifying Party shall have notified the Indemnified Party in writing of its intention to do so within 15 days of the Indemnified Party having given notice of the Third Party Claim to the Indemnifying Party; provided, further, that (1) the Indemnifying Party expressly agrees in such notice to the Indemnified Party that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to fully satisfy and discharge the Third Party Claim subject to the limitations with respect to indemnification included in this Agreement; (2) if reasonably requested to do so by the Indemnified Party, the Indemnifying Party shall have made reasonably adequate provision to ensure the Indemnified Party of the financial ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result from such Third Party Claim; (3) assumption by the Indemnifying Party of such Third Party Claim would not reasonably be expected to cause a material adverse effect on the Indemnified Party’s business; and (4) the Indemnifying Party shall diligently contest the Third Party Claim (the conditions set forth in clauses (1), (2), (3) and (4) being collectively referred to as the “Litigation Conditions”). The Indemnified Party shall have the right to retain participate in, and to be represented by counsel (at its own counselexpense) in any such contest, with the fees and expenses to be paid defense, litigation or settlement conducted by the IndemniteeIndemnifying Party; provided, that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim or if representation of such Indemnitee the Indemnifying Party and the Indemnified Party by the same counsel retained by would, in the Indemnitor would be inappropriate due to actual or potential differing interests between reasonable opinion of such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense counsel, constitute a conflict of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do sointerest under applicable standards of professional conduct. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, Indemnifying Party shall not be unreasonably withheldentitled, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available lose its right, to contest, defend, litigate and settle the Third Party Claim if the Indemnified Party shall give written notice to the Indemnitor all pertinent information under Indemnifying Party of any objection thereto based upon the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY)Litigation Conditions.

Process for Indemnification. A claim to which indemnification applies If an Indemnitee asserts an Indemnification Claim under Section 10.1 this Agreement, then Licensor (BioGenerics’ Right to Indemnificationand/or another Indemnitee) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall will notify the other Party (the “Indemnitor”) Licensee in writing promptly upon becoming aware of any claim that may it believes to be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor Licensee of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor Licensee is actually prejudiced as a result of such failure to give notice). The Indemnitor shall Licensee will have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor Licensee and reasonably acceptable to the IndemniteeLicensor; provided, however, that an Indemnitee shall will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor Licensee would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor Licensee does not assume the defense of the Indemnification Claim as described in this Section 10.3 above8.2, the Indemnitee may defend the Indemnification Claim but shall will have no obligation to do so. The Indemnitee shall will not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorLicensee, and the Indemnitor shall Licensee will not settle or compromise the Indemnification Claim in any manner that which would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall will not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall will reasonably cooperate with the Indemnitor Licensee at the IndemnitorLicensee’s expense and shall will make available to the Indemnitor Licensee all pertinent information under the control of the Indemnitee, which information shall will be subject to Article 11 (CONFIDENTIALITY)considered Confidential Information hereunder.

Process for Indemnification. A If a claim is to be made by an Indemnified Party to seek indemnification hereunder against the Indemnifying Party, the Indemnified Party shall give prompt written notice to the Indemnifying Party of any Claims that may give rise to any claim for which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreedrequired under this Article 11; provided, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor Indemnifying Party of its obligation to provide indemnification obligation under this Agreement hereunder except if and only to the extent that the Indemnitor is actually prejudiced as a result of such failure materially and adversely affects the ability of the Indemnifying Party to give notice)defend or mitigate the applicable Claim. The Indemnitor Indemnifying Party shall have the right be entitled to assume the defense and control the defense of the Indemnification any such Claim at its own expense with counsel selected by cost and expense, provided that the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee Indemnified Party shall have (i) the right to retain be represented by its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel at its own cost in such proceedings. If matters, and (ii) if the Indemnitor does not Indemnifying Party refuses to assume the defense of the Indemnification Claim as described in this Section 10.3 aboveClaim, the Indemnitee may defend right to assume such defense at the Indemnification Claim but Indemnified Party’s sole cost and expense. Neither Party shall have no settle or dispose of any such matter in any manner that would adversely affect the rights or interests of the other Party (including the obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim indemnify hereunder) without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemniteeother Party, which consent, in each case, shall not be unreasonably withheld, withheld or delayed, or conditioned. The Indemnitee Each Party shall reasonably cooperate with the Indemnitor at other Party and its counsel in the Indemnitor’s expense and shall course of the defense of any such Claim, such cooperation to include, without limitation, using reasonable efforts to provide or make available documents, information and witnesses. Notwithstanding the foregoing, the Indemnifying Party’s right to control the defense EXECUTION VERSION CONFIDENTIAL pursuant to the Indemnitor all pertinent information under foregoing shall not extend to issues involving the control validity of any Intellectual Property Right of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY)Indemnified Party.

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) hereunder shall be referred to herein as an “Indemnification Claim”. If a party Upon the occurrence of an event for which indemnification is available as set forth above, any person or persons (collectively, the “IndemniteeIndemnified Party”) intends that intend to claim indemnification under Section 10.1 or Section 10.2this Article 14, the Indemnitee shall notify give prompt written notice to the other Party (the “IndemnitorIndemnifying Party”) in writing promptly upon becoming aware providing reasonable details of any claim that may be an Indemnification Claim (it being understood the nature of the event and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense basis of the Indemnification Claim and further expressly stating therein that it is seeking indemnity pursuant to this Agreement. For the avoidance of doubt, and without prejudice to the Indemnified Party’s obligation to give prompt written notice, an Indemnifying Party’s knowledge of events or circumstances pursuant to which an Indemnified Party might seek indemnification, including correspondence between the Parties regarding a matter for which indemnity is not expressly sought, shall not constitute the notice required by this provision, and any attorneys, experts or consultant fees or expenses incurred by an Indemnified Party prior to proper notice shall be the sole responsibility of such Party; provided however that the failure of such timely notice shall not bar any Indemnification Claim unless the Indemnifying Party is materially prejudiced by failure to receive such timely notice The Indemnifying Party will have the right, at its own expense and with counsel selected of its choice, to defend, contest, or otherwise protect against any Claim. The Indemnified Party will also have the right, but not the obligation, to participate, at its [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. own expense, in the defense thereof with counsel of its choice. The Indemnified Party shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending, contesting or otherwise protesting against any Claim, and shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party, which information shall be subject to Article 12, provided that the reasonable cost in doing so is paid for by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsIndemnifying Party. If the Indemnitor does not assume Indemnifying Party fails within [*] days after receipt of notice (i) to notify the Indemnified Party of its intent to defend, or (ii) to defend, contest or otherwise protect against any Claim or fails to diligently continue to provide the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation after undertaking to do so, the Indemnified Party will have the right, but no obligation, upon [*] days prior written notice to the Indemnifying Party to defend, settle and satisfy any Claim and recover the costs of the same from the Indemnifying Party. The Indemnitee Indemnified Party shall not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorIndemnifying Party, and the Indemnitor Indemnifying Party shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the IndemniteeIndemnified Party’s interestsinterests (including any rights under this Agreement or the scope or enforceability of Intellectual Property Controlled by such Party, or Confidential Information or Patent or other rights licensed hereunder), without the prior written consent of the IndemniteeIndemnified Party, which consent, in each case, shall not be unreasonably withheld, conditioned or delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY).

Process for Indemnification. A Party’s obligation to defend, indemnify and hold harmless the other Party under this Article 14 will be conditioned upon the following: (a) A Party seeking indemnification under this Article 14 (the “Indemnified Party”) will give prompt written notice of the claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “IndemnitorIndemnifying Party”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee failure to so notify shall not preclude the Indemnified Party’s right to indemnification hereunder unless the Indemnifying Party is actually prejudiced by such failure. (b) Each Party will furnish promptly to the other, copies of all papers and official documents received in respect of any Damages. The Indemnified Party will cooperate as requested by the Indemnifying Party in the defense against any Damages. (c) With respect to any Damages relating solely to the payment of money damages and which will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely affecting the business of the Indemnified Party in any manner, and as to which the Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party under this Article 14, the Indemnifying Party will have the sole right to retain its own counseldefend, with the fees and expenses to be paid by the Indemnitee, if representation settle or otherwise dispose of such Indemnitee by Damages, on such terms as the counsel retained by Indemnifying Party, in its sole discretion, will deem appropriate. (d) With respect to Damages relating to all other matters, the Indemnitor would be inappropriate due Indemnifying Party will have the sole right to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume control the defense of such matter, provided that the Indemnification Claim as described in this Section 10.3 above, Indemnifying Party will obtain the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the IndemniteeIndemnified Party, which consent, in each case, shall consent will not be unreasonably withheld, withheld or delayed, prior to ceasing to defend, settling or conditioned. The Indemnitee shall reasonably cooperate with otherwise disposing of any Damages if as a result thereof (i) the Indemnitor at Indemnified Party would become subject to injunctive or other equitable relief or any remedy other than the Indemnitor’s expense and shall make available to payment of money by the Indemnitor all pertinent information under Indemnifying Party or (ii) the control business of the Indemnitee, which information shall Indemnified Party would be subject to Article 11 (CONFIDENTIALITY).adversely affected. 40 US-DOCS\106669270.9

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) hereunder shall be referred to herein as an “Indemnification Claim”. If a party Upon the occurrence of an event for which indemnification is available as set forth above, any person or persons (collectively, the “IndemniteeIndemnified Party”) intends that intend to claim indemnification under Section 10.1 or Section 10.2this Article 14, the Indemnitee shall notify give prompt written notice to the other Party (the “IndemnitorIndemnifying Party”) in writing promptly upon becoming aware providing reasonable details of any claim that may be an Indemnification Claim (it being understood the nature of the event and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense basis of the Indemnification Claim and further expressly stating therein that it is seeking indemnity pursuant to this Agreement. For the avoidance of doubt, and without prejudice to the Indemnified Party’s obligation to give prompt written notice, an Indemnifying Party’s [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. knowledge of events or circumstances pursuant to which an Indemnified Party might seek indemnification, including correspondence between the Parties regarding a matter for which indemnity is not expressly sought, shall not constitute the notice required by this provision, and any attorneys, experts or consultant fees or expenses incurred by an Indemnified Party prior to proper notice shall be the sole responsibility of such Party; provided however that the failure of such timely notice shall not bar any Indemnification Claim unless the Indemnifying Party is materially prejudiced by failure to receive such timely notice The Indemnifying Party will have the right, at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any Claim. The Indemnified Party will also have the right, but not the obligation, to participate, at its own expense expense, in the defense thereof with counsel selected of its choice. The Indemnified Party shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending, contesting or otherwise protesting against any Claim, and shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party, which information shall be subject to Article 12, provided that the reasonable cost in doing so is paid for by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsIndemnifying Party. If the Indemnitor does not assume Indemnifying Party fails within [*] days after receipt of notice (i) to notify the Indemnified Party of its intent to defend, or (ii) to defend, contest or otherwise protect against any Claim or fails to diligently continue to provide the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation after undertaking to do so, the Indemnified Party will have the right, but no obligation, upon [*] days prior written notice to the Indemnifying Party to defend, settle and satisfy any Claim and recover the costs of the same from the Indemnifying Party. The Indemnitee Indemnified Party shall not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorIndemnifying Party, and the Indemnitor Indemnifying Party shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the IndemniteeIndemnified Party’s interestsinterests (including any rights under this Agreement or the scope or enforceability of Intellectual Property Controlled by such Party, or Confidential Information or Patent or other rights licensed hereunder), without the prior written consent of the IndemniteeIndemnified Party, which consent, in each case, shall not be unreasonably withheld, conditioned or delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY).

Process for Indemnification. (a) A claim party entitled to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) hereunder shall herein be referred to herein as an “Indemnification ClaimIndemnified Party”. If a A party obligated to indemnify an Indemnified Party hereunder shall herein be referred to as an “Indemnifying Party”. Subject to the applicable survival periods set forth above, as soon as is reasonable after an Indemnified Party either (collectively, the “Indemnitee”i) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware receives notice of any claim that or the commencement of any action by any third party which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder (a “Third Party Claim”) or (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation Indemnifying Party under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result Article VII, notify such Indemnifying Party in writing of such failure to give notice). The Indemnitor shall have claim, action or Loss, as the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteecase may be; provided, however, that an Indemnitee failure to notify such Indemnifying Party shall not relieve such Indemnifying Party of its indemnity obligation, except to the extent such Indemnifying Party is actually prejudiced in its defense of the action by such failure. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, action or Loss, to the extent known. The Indemnifying Party shall have the right to retain counsel acceptable to the Indemnified Party, to contest, defend, litigate or settle any such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that the Indemnifying Party shall have notified the Indemnified Party in writing of its intention to do so within thirty (30) days of the Indemnified Party having given notice of the Third Party Claim to the Indemnifying Party. The Indemnified Party shall have the right to participate in, and to be represented by counsel (at its own counselexpense) in any such contest, with the fees and expenses to be paid defense, litigation or settlement conducted by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY)Indemnifying Party.

Process for Indemnification. (a) A claim party entitled to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) hereunder shall herein be referred to herein as an “Indemnification Claim”. If a Indemnified Party.” A party obligated to indemnify an Indemnified Party hereunder shall herein be referred to as an “Indemnifying Party.” As soon as is reasonable (collectively, the “Indemnitee”but in all events within fifteen (15) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other days) after an Indemnified Party either (the “Indemnitor”i) in writing promptly upon becoming aware receives notice of any claim that or the commencement of any action by any third party which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder (a “Third Party Claim”) or (ii) sustains any Loss not involving a Third Party Claim or action which such Indemnified Party reasonably believes may give rise to a claim for indemnification from an Indemnifying Party hereunder, such Indemnified Party shall, if a claim in respect thereof is to be made against an Indemnifying Party under this Article VII, notify such Indemnifying Party in writing of such claim, action or Loss, as the case may be an Indemnification Claim (it being understood setting forth in reasonable detail the nature of the claim and agreedthe potential amount of such Loss, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemniteeknown; provided, however, that an Indemnitee failure to notify Indemnifying Party shall not relieve Indemnifying Party of its indemnity obligation, except to the extent Indemnifying Party is actually prejudiced in its defense of the action by such failure; and provided, further, the Indemnifying Party shall not be liable for the costs and expenses of the Indemnified Party unless and until written notice is provided to the Indemnifying Party of such claim. Any such notification must be in writing and must state in reasonable detail the nature and basis of the claim, action or Loss, to the extent known. Except as provided in this Section 7.03, Indemnifying Party shall have the right using counsel reasonably acceptable to the Indemnified Party, to contest, defend, litigate or settle any such Third Party Claim which involves (and continues to involve) solely monetary damages; provided that the Indemnifying Party shall have notified the Indemnified Party in writing of its intention to do so within 15 days of the Indemnified Party having given notice of the Third Party Claim to the Indemnifying Party; provided, further, that (1) the Indemnifying Party expressly agrees in such notice to the Indemnified Party that, as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to fully satisfy and discharge the Third Party Claim subject to any limitation with respect to indemnification included in this Agreement; (2) the Third Party Claim is not, in the reasonable judgment of the Indemnified Party, likely to result in Losses that will exceed the Cap; (3) if reasonably requested to do so by the Indemnified Party, the Indemnifying Party shall have made reasonably adequate provision to ensure the Indemnified Party of the financial ability of the Indemnifying Party to satisfy the full amount of any adverse monetary judgment that may result from such Third Party Claim; (4) assumption by the Indemnifying Party of such Third Party Claim could not reasonably be expected to cause a material adverse effect on the Indemnified Party’s business, and (5) the Indemnifying Party shall diligently contest the Third Party Claim (the conditions set forth in clauses (1), (2), (3), (4) and (5) being collectively referred to as the “Litigation Conditions”). The Indemnified Party shall have the right to retain participate in, and to be represented by counsel (at its own counselcost and expense) in any such contest, with the fees and expenses to be paid defense, litigation or settlement conducted by the IndemniteeIndemnifying Party; provided, if representation of such Indemnitee by that the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information Indemnified Party shall be subject entitled to Article 11 (CONFIDENTIALITY)reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim.

Process for Indemnification. A If an Indemnitee asserts a claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectivelyfor indemnification, the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee it shall notify the other Party (the “Indemnitor”) Licensee in writing promptly upon becoming aware of any claim that may it believes to be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall will not relieve the Indemnitor Licensee of its indemnification obligation indemnification, defense and hold harmless obligations under this Agreement except and only to the extent that the Indemnitor Licensee is actually prejudiced as a result of such failure to give notice). The Indemnitor Licensee shall have the right to assume and control the defense of the Indemnification Claim claim at its own expense with counsel selected by the Indemnitor Licensee and reasonably acceptable to the Indemnitee; Licensor, provided, however, that an Indemnitee shall have the right to retain its own counsel, with the whose reasonable attorneys' fees and expenses to be shall paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor Licensee would be inappropriate due to actual or potential reasonably foreseeable materially differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsinterests. If the Indemnitor Licensee does not assume the defense of the Indemnification Claim as described in this Section 10.3 aboveClaim, the Indemnitee may defend the Indemnification Claim same but shall have no obligation to do so. The Indemnitee shall not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorLicensee, and the Indemnitor Licensee shall not settle or compromise the any Indemnification Claim in any manner that which would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the interests of Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee Parties shall reasonably cooperate with one another in connection with the Indemnitor at the Indemnitor’s expense handling of any third party claims and shall make available to the Indemnitor one another any and all pertinent information, documents and testimony as a Party may reasonably and lawfully request and said information under the control of the Indemnitee, which information shall will be subject to Article 11 (CONFIDENTIALITY)considered Confidential Information hereunder.

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) hereunder shall be referred to herein as an “Indemnification Claim”. If a party Upon the occurrence of an event for which indemnification is available as set forth above, any person or persons (collectively, the “IndemniteeIndemnified Party”) intends that intend to claim indemnification under Section 10.1 or Section 10.2this Article 14, the Indemnitee shall notify give prompt written notice to the other Party (the “IndemnitorIndemnifying Party”) in writing promptly upon becoming aware providing reasonable details of any claim that may be an Indemnification Claim (it being understood the nature of the event and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense basis of the Indemnification Claim and further expressly stating therein that it is seeking [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. indemnity pursuant to this Agreement. For the avoidance of doubt, and without prejudice to the Indemnified Party’s obligation to give prompt written notice, an Indemnifying Party’s knowledge of events or circumstances pursuant to which an Indemnified Party might seek indemnification, including correspondence between the Parties regarding a matter for which indemnity is not expressly sought, shall not constitute the notice required by this provision, and any attorneys, experts or consultant fees or expenses incurred by an Indemnified Party prior to proper notice shall be the sole responsibility of such Party; provided however that the failure of such timely notice shall not bar any Indemnification Claim unless the Indemnifying Party is materially prejudiced by failure to receive such timely notice The Indemnifying Party will have the right, at its expense and with counsel of its choice, to defend, contest, or otherwise protect against any Claim. The Indemnified Party will also have the right, but not the obligation, to participate, at its own expense expense, in the defense thereof with counsel selected of its choice. The Indemnified Party shall cooperate to the extent reasonably necessary to assist the Indemnifying Party in defending, contesting or otherwise protesting against any Claim, and shall make available to the Indemnifying Party all pertinent information under the control of the Indemnified Party, which information shall be subject to Article 12, provided that the reasonable cost in doing so is paid for by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedingsIndemnifying Party. If the Indemnitor does not assume Indemnifying Party fails within [*] days after receipt of notice (i) to notify the Indemnified Party of its intent to defend, or (ii) to defend, contest or otherwise protect against any Claim or fails to diligently continue to provide the defense of the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation after undertaking to do so, the Indemnified Party will have the right, but no obligation, upon [*] days prior written notice to the Indemnifying Party to defend, settle and satisfy any Claim and recover the costs of the same from the Indemnifying Party. The Indemnitee Indemnified Party shall not settle or compromise the Indemnification Claim without the prior written consent of the IndemnitorIndemnifying Party, and the Indemnitor Indemnifying Party shall not settle or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the IndemniteeIndemnified Party’s interestsinterests (including any rights under this Agreement or the scope or enforceability of Intellectual Property Controlled by such Party, or Confidential Information or Patent or other rights licensed hereunder), without the prior written consent of the IndemniteeIndemnified Party, which consent, in each case, shall not be unreasonably withheld, conditioned or delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY).

Process for Indemnification. A claim to which indemnification applies under Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectively, the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 10.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or ***Certain confidential information contained in this document, marked with 3 asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Act of 1934, as amended. compromise the Indemnification Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner that which would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11 (CONFIDENTIALITY)12.

Process for Indemnification. A claim to which indemnification applies Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 10.1 (BioGenerics’ Right to Indemnification) or Section 10.2 (Licensee’s Right to Indemnification) shall be referred to herein as an “Indemnification Claim”. If a party (collectively, 4.03 of notice of the “Indemnitee”) intends to claim indemnification under Section 10.1 or Section 10.2, the Indemnitee shall notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware commencement of any claim that may action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is to be an Indemnification Claim (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation made against any indemnifying party under this Agreement except and only Section 4.03, deliver to the extent that indemnifying party a written notice of the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor 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 and control of the defense of the Indemnification Claim at its own expense thereof with counsel selected by the Indemnitor and reasonably acceptable mutually satisfactory to the Indemniteeindemnifying party and the Indemnified Person or the Indemnified Party, as the case may be; provided, however, that an Indemnitee Indemnified Person or Indemnified Party shall have the right to retain its own counsel, counsel with the fees and expenses to be paid by the Indemniteeindemnifying party, if representation if, in the reasonable opinion of such Indemnitee by the counsel retained by the Indemnitor Indemnified Person or Indemnified Party, the representation by counsel of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing interests between such Indemnitee Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceedingsproceeding. If The indemnifying party shall pay for only one (1) separate legal counsel for the Indemnitor does not assume Indemnified Persons or the Indemnified Parties, as applicable, and such counsel shall be selected by the Investor, if the Investor is entitled to indemnification hereunder, or the Company, if the Company is entitled to indemnification hereunder, as applicable. The Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party or Indemnified Person which relates to such action or Claim. The indemnifying party shall keep the Indemnified Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding affected without its written consent, provided, however, that the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee indemnifying party shall not settle unreasonably withhold, delay or compromise the Indemnification Claim condition its consent. No indemnifying party shall, without the prior written consent of the IndemnitorIndemnified Party or Indemnified Person, and consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the Indemnitor giving by the claimant or plaintiff to such Indemnified Party or Indemnified Person of a release from all liability in respect to such Claim. Following indemnification as provided for hereunder, the indemnifying party shall not settle be subrogated to all rights of the Indemnified Party or compromise the Indemnification Claim in any manner that would have an [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested Indemnified Person with respect to all third parties, firms or corporations relating to the omitted portionsmatter for which indemnification has been made. adverse effect on The failure to deliver written notice to the Indemnitee’s interests, without the prior written consent indemnifying party within a reasonable time of the Indemnitee, which consent, in each case, commencement of any such action shall not be unreasonably withheld, delayed, or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available relieve such indemnifying party of any liability to the Indemnitor all pertinent information Indemnified Person or Indemnified Party under this Article V, except to the control of extent that the Indemnitee, which information shall be subject indemnifying party is prejudiced in its ability to Article 11 (CONFIDENTIALITY)defend such action.