fifty percent Uses in Allocation Clause

Allocation from Indemnification Agreement

This Indemnification Agreement (this Agreement) is made and entered into effective as of February 17, 2004 (the Effective Date) by and between Asthmatx, Inc., a California corporation (Asthmatx), and Broncus Technologies, Inc., a California corporation (Broncus).

Allocation. If the aggregate dollar amount of claims for insurance coverage made against a Broncus Insurance Policy and payable thereunder exceed the Coverage Limit of such Broncus Insurance Policy, then: (i) the maximum dollar amount of the coverage of such Broncus Insurance Policy that is allocated to cover Pre-Spinoff Alair Claim Loss (the Alair Allocation Amount) shall, in the aggregate, not exceed the greater of (A) fifty percent (50%) of the Coverage Limit of such Broncus Insurance Policy or (B) an amount equal to the Coverage Limit of such Broncus Insurance Policy minus the total amount of Other Claim Loss that is entitled to be paid or covered by such Broncus Insurance Policy; and (ii) the maximum dollar amount of the coverage of such Broncus Insurance Policy that is allocable to cover Other Claim Loss (the Other Allocation Amount) shall, in the aggregate, not exceed the greater of (A) fifty percent (50% ) of the Coverage Limit of such Broncus Insurance Policy or (B) an amount equal to the Coverage Limit of such Broncus Insurance Policy minus the total amount of Pre-Spinoff Alair Claim Loss that is entitled to be paid or covered by such Broncus Insurance Policy.