Common use of Claim for Indemnification Clause in Contracts

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT Indemnitee or a Licensor Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does not relieve the Indemnifying Party of its indemnification obligations under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing or that any Intellectual Property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT A Rani Indemnitee or a Licensor Celltrion Indemnitee (the “Indemnified Party”) may seek seeking indemnification under this Article 13 12 (Indemnification), the Indemnified Party ) will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 12.2 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Except as set forth below in this Section, the Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will promptly assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall may, at its own expense, participate in the defense of a Claim with counsel of its own choosing. The Indemnified Party will not settle or compromise any Third Party such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can will the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit's expense.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT Partner Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (IndemnificationIndemnification and Insurance), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunderClaim. In no event can will the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement (x) does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified PartyClaim, or (y) includes any admission of wrongdoing by the Indemnified Party or that any Intellectual Property intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with will have the Indemnifying Party right to employ separate counsel at the Indemnifying Party’s expense and shall make to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party reasonably requested information under Party; or (ii) in the control reasonable opinion of counsel to the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit a conflict or potential conflict exists between the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the and Indemnifying Party could have settled that would make such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitseparate representation advisable.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Indemnitee or a Licensor Indemnitee indemnification under Article 7, the Maxygen Indemnitees and the CPC Indemnitees entitled to indemnification (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) in writing of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Claim. The Indemnified Party’s failure to notify the Indemnifying Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations under this Agreement from any liability to such Indemnified Party except and only to the extent that any liability results from the failure to timely notify the Indemnifying Party is actually prejudiced as a result of such failureParty. The Indemnifying Party has exclusive control of shall promptly assume, and have the right to control, the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall either the Indemnified Party or Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, money by the settling Party that would bind or impair the Indemnified non-settling Party, or includes result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable, or if such settlement contains an admission of wrongdoing or that any Intellectual Property Licensed Technology, Patent or proprietary right trademark of the Indemnified other Party is invalid or unenforceable. The Indemnified Party provisions of this Article 7 shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available be subject to the Indemnifying Party reasonably requested information under the control dispute resolution procedures of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit9.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises will arise for which a POINT Indemnitee an Eagle Indemnitees or a Licensor Indemnitee an Cephalon Indemnitees (the “Indemnified Party”) may seek be entitled to indemnification may be sought under this Article 13 (Indemnification)Section 14, the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does 14.2 will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will promptly assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall will not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can will either the Indemnified Party or Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, that would bind or impair the Indemnified other Party, or that includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party or to which the other Party has an exclusive license (or option to obtain or make effective an exclusive license) hereunder is invalid or unenforceable. The Indemnified Party shall will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is will be subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitSection 11.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT GSK Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 13.4 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or LossClaim. The Indemnified Party shall will not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can will the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation by the Indemnified Party other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing by the Indemnified Party or that any Intellectual Property intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is will be subject to Article 11 (Confidentiality, Publications and Press Releases). The Indemnifying Party shall will permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do soso (at the Indemnified Party’s expense). Notwithstanding any other provision of this subsectionthe foregoing, if an the Indemnified Party withholds consent will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a bona fide settlement offerconflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that, where but for such action, in no event will the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum pay fees and expenses under this sentence for more than one (1) firm of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitattorneys in any jurisdiction in any one (1) legal action or group of related legal actions.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT BeiGene Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 XIII (IndemnificationIndemnification and Insurance), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or Loss; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunderClaim. In no event can will the Indemnifying Party settle any such Third Party Claim without the prior written consent of the Indemnified Party, unless such settlement: (i) includes a complete release of the Indemnified Party if from liability with respect to the Third Party Claim (including any cost sharing under this Agreement); and (ii) does not include any admission of wrongdoing by the Indemnified Party or a stipulation that any intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable; provided that in the event consent is required by the Indemnifying Party for a settlement such consent shall not unreasonably withheld, conditioned or delayed. In the event of a disagreement regarding such settlement, such matter shall be escalated to the JSC. Notwithstanding the foregoing, the Indemnifying Party shall not be prohibited from entering into a settlement that involves one or more countries in addition to Collaboration Territory so long as such settlement does not include a complete release from result in any liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing by the Indemnified Party or a stipulation that any Intellectual Property intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with will have the Indemnifying Party right to employ separate counsel at the Indemnifying Party’s expense and shall make to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party reasonably requested information under Party; or (ii) in the control reasonable opinion of counsel to the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit a conflict or potential conflict exists between the Indemnified Party to participate in (but not to control) and Indemnifying Party that would make such separate representation advisable. For the avoidance of doubt, any Third Party Claim through counsel of its choosing (Claims or Losses, to the extent it has the ability indemnifiable pursuant to do so). Notwithstanding any other provision of this subsectionSection 13.3, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted excluded from the exhibitdefinition of “Commercialization and Related Costs.”

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Novartis Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 13.4 (Claim for Indemnification) does shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Except as set forth below in this Section, the Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice The Indemnifying Party shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to the Indemnified Party and shall cause such Third Party Claim or Lossdefense to be conducted by counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall not settle or compromise any Third Party such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 10 (Confidentiality). The Indemnifying Page 50 Indemnified Party shall permit have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to participate in employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Claim if: (but not to controli) the Third Party Claim through counsel of its choosing (there are or may be legal defenses available to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a bona fide settlement offer, where but for conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such action, separate representation advisable; provided that in no event will the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions. In such event, the Indemnified Party only up to a maximum shall not settle or compromise such Claim without the prior written consent of the bona fide settlement offer for which the Indemnifying Party could have settled Party, such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitconsent not to be unreasonably withheld, conditioned or delayed.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT JBI Indemnitee or a Licensor Capricor Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 11 (Indemnification), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 11.3 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall will not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can will the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party *Confidential Treatment Requested Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is will be subject to Article 11 8 (ConfidentialityConfidentiality and Publications). The Indemnifying Party shall will permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds his or her consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall will be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT an Translate Bio Indemnitee or a Licensor Sanofi Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 15 (IndemnificationIndemnification and Insurance), the Indemnified Party will promptly notify the other indemnifying Party (the “Indemnifying Party”) of the such Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure; and further provided, however, that if the Indemnified Party believes that its interest may be divergent from those of the Indemnifying Party, in such cases the Indemnified Party may participate in the defence of the claim using its own counsel at its own cost. The Indemnifying Party has will have exclusive control of the defense defence and settlement of all Third Party Claims for which it is responsible for indemnification and shall will assume the defense defence thereof at its own expense promptly upon notice of such Third Party Claim or LossClaim. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless will reasonably cooperate with the Indemnifying Party is in breach the defense of its obligation to defend hereundera Third Party Claim. In no event can the The Indemnifying Party may settle any Third Party Claim without the prior written consent of the Indemnified Party Party; provided that the Indemnified Party’s consent will be required if such settlement (x) does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified PartyClaim, or (y) includes any admission of wrongdoing by the Indemnified Party or that any Intellectual Property intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable, or (z) adversely impacts any other rights of the Indemnified Party. The Indemnified Party shall reasonably cooperate with Subject to the Indemnifying Party at foregoing (including the Indemnifying Party’s right to control any defence and settlement), the Indemnified Party will have the right to employ separate counsel at the Indemnified Party’s expense and shall make if: (i) there are or may be legal defences available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party reasonably requested information under Party; or (ii) in the control reasonable opinion of counsel to the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit an ethical conflict or potential ethical conflict exists between the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the and Indemnifying Party could have settled that would make such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitseparate representation advisable.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises claim will arise for which a POINT Indemnitee or a Licensor Indemnitee indemnification hereunder, the party seeking indemnification (the “"Indemnified Party”") may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will promptly notify the other Party party from whom indemnification is sought (the “"Indemnifying Party”") of the Third Party Claim or Loss claim and, when known, all of the facts constituting the basis for such claim. The failure so to notify the Third Indemnifying Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does will not relieve the Indemnifying Party of its any liability that it may have to the Indemnified Party except to the extent the Indemnifying Party demonstrates that the defense of such action is prejudiced thereby. In the case of any such claim for indemnification obligations under this Agreement except and only hereunder resulting from or in connection with any claim or legal proceedings of a third party (a "Proceeding"), the Indemnifying Party will be entitled to participate in such legal proceedings and, to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, will wish (unless the Indemnifying Party is also a party to such Proceeding and the Indemnified Party determines in breach of its obligation to defend hereunder. In no event can good faith that joint representation would be inappropriate or the Indemnifying Party settle any Third Party Claim without the prior written consent of fails to provide reasonable assurance to the Indemnified Party if of its financial capacity to defend such settlement does Proceeding and provide indemnification with respect thereto), to control the defense thereof with counsel reasonably satisfactory to the Indemnified Party and, after notice from Indemnifying Party to the Indemnified Party of its election so to control the defense thereof, the Indemnifying Party will not include a complete release from liability on be liable to such Third Indemnified Party Claim under this Section for any fees of other counsel or if any other expenses with respect to the defense of such settlement would involve undertaking an obligation Proceeding, in each case subsequently incurred by the Indemnified Party in connection with the defense thereof, other than reasonable costs of investigation. If an Indemnifying Party controls the payment defense of moneysuch a Proceeding, would bind (i) no compromise or impair settlement thereof may be effected by the Indemnifying Party without the Indemnified Party, 's consent unless (A) there is no finding or includes any admission of wrongdoing any violation of Law or any violation of the rights of any person and no effect on any other claims that any Intellectual Property or proprietary right of may be made against the Indemnified Party and (B) the sole relief provided is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with monetary damages that are paid in full by the Indemnifying Party at the Indemnifying Party’s expense and shall make available to (ii) the Indemnifying Party reasonably requested information under will have no liability with respect to any compromise or settlement thereof effected without its consent. If notice is given to an Indemnifying Party of the control commencement of any Proceeding and it does not, within twenty (20) days after the Indemnified Party's notice is given, which information is subject give notice to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (election to assume the extent it has defense thereof, the ability to do so)Indemnifying Party will be bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnified Party. Notwithstanding any other provision of this subsectionthe foregoing, if an Indemnified Party withholds consent determines in good faith that there is a reasonable probability that a Proceeding may adversely effect it or its affiliates other than as a result of monetary damages, or the Proceeding involves Taxes, such Indemnified Party may, by notice to a bona fide settlement offerthe Indemnifying Party, where assume the exclusive right to defend, compromise or settle such Proceeding, but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party will not be bound by any determination of a Proceeding so defended or any compromise or settlement thereof effected without its consent (which will not be unreasonably withheld). The remedies provided herein shall be required to indemnify cumulative and shall not preclude assertion by any party of any rights or the Indemnified Party only up to a maximum seeking of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitany other remedies against any other party.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT CK Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek be entitled to indemnification may be sought under this Article 13 (Indemnification)17, the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does 17.2 shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall either the Indemnified Party or Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, that would bind or impair the Indemnified other Party, or that includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party or to which the other Party has an exclusive license (or option to obtain or make effective an exclusive license) hereunder is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitSections 14.1 and 14.2.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT KKC Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification)XIV, the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or Loss; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunderClaim. In no event can will the Indemnifying Party settle any such Third Party Claim without the prior written consent of the Indemnified Party, unless such settlement: (i) includes a complete release of the Indemnified Party if from liability with respect to the Third Party Claim (including any cost sharing under this Agreement), and (ii) does not include any admission of wrongdoing by the Indemnified Party or a stipulation that any intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable; provided that in the event consent is required by the Indemnifying Party for a settlement such consent shall not unreasonably withheld, conditioned or delayed. In the event of a disagreement regarding such settlement, such matter shall be escalated to the JSC. Notwithstanding the foregoing, the Indemnifying Party shall not be prohibited from entering into a settlement that involves one or more countries in addition to Amgen Territory so long as such settlement does not include a complete release from result in any liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing by the Indemnified Party or a stipulation that any Intellectual Property 95 intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with will have the Indemnifying Party right to employ separate counsel at the Indemnifying Party’s expense and shall make to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party reasonably requested information under Party, or (ii) in the control reasonable opinion of counsel to the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit a conflict or potential conflict exists between the Indemnified Party to participate in (but not to control) and Indemnifying Party that would make such separate representation advisable. For the avoidance of doubt, any Third Party Claim through counsel of its choosing (Claims or Losses, to the extent it has the ability indemnifiable pursuant to do so). Notwithstanding any other provision of this subsectionSection 14.3, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted excluded from the exhibitdefinition of “Commercialization and Related Costs.”

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Licensee Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 13.2 (Claim for Indemnification) does shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 10 (ConfidentialityConfidentiality and Publications). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT Zomedica Indemnitee or a Licensor CTX Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 11 (Indemnification), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or Loss; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 11.3 (Claim for Indemnification) does not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Purchaser Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 Section 6.2 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 6.2.1 (Claim for IndemnificationPurchaser Obligation) does or 6.2.2 (Amgen Obligation), as the case may be, shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has shall have the right to assume the defense of the Claim on behalf of the Indemnified Party. Upon assumption of the defense of the Claim by the Indemnifying Party, the Indemnifying Party shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or LossClaim. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless which will not be unreasonably withheld. The Indemnifying Party shall not be liable for any settlement or compromising of a Claim by the Indemnified Party without the Indemnifying Party is in breach of its obligation to defend hereunderParty’s prior written consent, which will not be unreasonably withheld. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing or that any Intellectual Property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.the

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Novartis Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 13.4 (Claim for Indemnification) does shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. Except as Amgen Ref. No. 2017747574 Page 49 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. set forth below in this Section, the Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice The Indemnifying Party shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to the Indemnified Party and shall cause such Third Party Claim or Lossdefense to be conducted by counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall not settle or compromise any Third Party such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 10 (Confidentiality). The Indemnifying Indemnified Party shall permit have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to participate in employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Claim if: (but not to controli) the Third Party Claim through counsel of its choosing (there are or may be legal defenses available to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a bona fide settlement offer, where but for conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such action, separate representation advisable; provided that in no event will the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions. In such event, the Indemnified Party only up to a maximum shall not settle or compromise such Claim without the prior written consent of the bona fide settlement offer for which the Indemnifying Party could have settled Party, such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitconsent not to be unreasonably withheld, conditioned or delayed.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Licensee Indemnitee or a an Licensor Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification)14, the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; 100004170 provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 (Claim for Indemnification) does 14.2 shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit11.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Collaborator Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 14 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 14.2 (Claim for Indemnification) does shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 (ConfidentialityConfidentiality and Publications). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.

Claim for Indemnification. Whenever Each party indemnified under the ------------------------- provisions of Sections 6(a) and 6(b) above agrees that upon the service of a summons or other initial legal process upon it in any Third Party Claim action or Loss arises for suit instituted against it or upon its receipt of written notification of the commencement of any investigation, inquiry or proceeding against it, in respect of which indemnity may be sought on account of any indemnity agreement contained in such Section, it will, if a POINT Indemnitee claim in respect thereunder is to be made against the indemnifying party or a Licensor Indemnitee parties under this Section 6 promptly given written notice (the “Indemnified Party”"Notice") of such service or notification to the party or parties from whom indemnification may seek be sought hereunder. No indemnification under this Article 13 (Indemnification)provided for in Sections 6(a) or 6(b) above shall be available to any party who shall fail so to give the Notice if the party to whom such Notice was not given was unaware of the action, suit, investigation, inquiry or proceeding to which the Indemnified Party will promptly Notice would have related and was materially prejudiced by the failure to receive the Notice, but the omission so to notify such indemnifying party or parties of any such service or notification shall not relieve such indemnifying party or parties from any liability which it or they may have to the other Party indemnified party for contribution or otherwise than on account of such indemnity agreement. Any indemnifying party shall be entitled at its own expense to participate in the defense of any action, suit, or proceeding against, or investigation or inquiry of, an indemnified party. Any indemnifying party shall be entitled, if it so elects within a reasonable time after receipt of the Notice by giving written notice (the “Indemnifying Party”"Notice of Defense") to the indemnified party, to assume (alone or in conjunction with any other indemnifying party or parties) the entire defense of such action, suit, investigation, inquiry or proceeding in which event such defense shall be conducted at the expense of the Third Party Claim indemnifying party or Loss and, when known, parties by counsel chosen by such indemnifying party or parties and reasonably satisfactory to the facts constituting the basis for the Third Party Claim indemnified party or Lossparties; provided, however, that (i) if the failure by an Indemnified Party indemnified party or parties reasonably determine that there may be a conflict between the positions of the indemnifying party or parties and of the indemnified party or parties in conducting the defense of such action, suit, investigation, inquiry or proceeding or that there may be legal defenses available to give such notice indemnified party or parties different from or in addition to otherwise meet its obligations under this Section 13.3 (Claim those available to the indemnifying party or parties, then counsel for Indemnification) does not relieve the Indemnifying Party of its indemnification obligations under this Agreement except and only indemnified party or parties shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interests of the indemnified party or parties and (ii) in any event, the indemnified party or parties shall be entitled to have counsel chosen by such indemnified party or parties participate in, but not conduct, the defense. If, within a reasonable time after receipt of the Notice, an indemnifying party gives a Notice of Defense, the indemnifying party and the counsel chosen by the indemnifying party or parties will not be liable under Section 6(a) or 6(b) above for any legal or other expenses subsequently incurred by the indemnified party or parties in connection with the defense of the action, suit, investigation, inquiry or proceeding, except that (A) the Indemnifying Party is actually prejudiced as a result indemnifying party of such failure. The Indemnifying Party has exclusive control parties shall bear and pay the legal and other expenses incurred in connection with the conduct of the defense as referred to in clause (i) of the proviso to the preceding sentence and settlement (B) the indemnifying party or parties shall bear and pay such other expenses as it or they have authorized to be incurred by the indemnified party or parties. If, within a reasonable time after receipt of all Third Party Claims for which it is the Notice, no Notice of Defense has been given, the indemnifying party or parties shall be responsible for indemnification and shall assume any legal or other expenses incurred by the indemnified party or parties in connection with the defense thereof at its own expense promptly upon notice of such Third Party Claim or Loss. The Indemnified Party shall not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Partyaction, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of moneysuit, would bind or impair the Indemnified Partyinvestigation, inquiry, or includes any admission of wrongdoing or that any Intellectual Property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is subject to Article 11 (Confidentiality). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitproceeding.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises for which a POINT GSK Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 11 (Indemnification), the Indemnified Party will promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, provided that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 11.4 (Claim for Indemnification) does will not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has will have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall will assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or LossClaim. The Indemnified Party shall will not settle or compromise any Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can will the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation by the Indemnified Party other than the payment of money, would bind or impair the Indemnified Party, or includes any admission of wrongdoing by the Indemnified Party or that any Intellectual Property intellectual property or proprietary right of the Indemnified Party is invalid or unenforceable. The Indemnified Party shall will reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall will make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is will be subject to Article 11 9 (Confidentiality, Publications and Press Releases). The Indemnifying Party shall will permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do soso (at the Indemnified Party’s expense). Notwithstanding any other provision of this subsectionthe foregoing, if an the Indemnified Party withholds consent will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Third Party Claim if: (i) there are or may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a bona fide settlement offerconflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such separate representation advisable; provided that, where but for such action, in no event will the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum pay fees and expenses under this sentence for more than one (1) firm of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.attorneys in any jurisdiction in any one (1) legal action or group of related legal actions

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Licensee Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 13.2 (Claim for Indemnification) does shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice of such Third Party Claim or Lossexpense. The Indemnified Party shall not settle or compromise any Claim by a Third Party Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 10 (ConfidentialityConfidentiality and Publications). The Indemnifying Party shall permit the Indemnified Party to participate in (but not to control) the Third Party Claim through counsel of its choosing (to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent to a bona fide settlement offer, where but for such action, the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify the Indemnified Party only up to a maximum of the bona fide settlement offer for which the Indemnifying Party could have settled such Third Party Claim. [***] = Indicates confidential information omitted from the exhibit.

Claim for Indemnification. Whenever any Third Party Claim or Loss arises shall arise for which a POINT Novartis Indemnitee or a Licensor an Amgen Indemnitee (the “Indemnified Party”) may seek indemnification under this Article 13 14 (Indemnification), the Indemnified Party will shall promptly notify the other Party (the “Indemnifying Party”) of the Third Party Claim or Loss and, when known, the facts constituting the basis for the Third Party Claim or LossClaim; provided, however, that the failure by an Indemnified Party to give such notice or to otherwise meet its obligations under this Section 13.3 14.2 (Claim for Indemnification) does shall not relieve the Indemnifying Party of its indemnification obligations obligation under this Agreement except and only to the extent that the Indemnifying Party is actually prejudiced as a result of such failure. The Except as set forth below in this Section 14.2 (Claim for Indemnification), the Indemnifying Party has shall have exclusive control of the defense and settlement of all Third Party Claims for which it is responsible for indemnification and shall promptly assume the defense thereof at its own expense promptly upon notice expense. The Indemnifying Party shall act diligently and in good faith with respect to all matters relating to the settlement or disposition of any Claim as the settlement or disposition relates to the Indemnified Party and shall cause such Third Party Claim or Lossdefense to be conducted by counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall not settle or compromise any Third Party such Claim for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event can shall the Indemnifying Party settle any Third Party Claim without the prior written consent of the Indemnified other Party if such settlement does not include a complete release from liability on such Third Party Claim or if such Amgen Ref. No. 2015641252 Page 60 Note: Redacted portions have been marked with [*]. The redacted portions are subject to a request for confidential treatment that has been filed with the Securities and Exchange Commission. settlement would involve undertaking an obligation other than the payment of money, would bind or impair the Indemnified other Party, or includes any admission of wrongdoing or that any Intellectual Property intellectual property or proprietary right of the Indemnified other Party is invalid or unenforceable. The Indemnified Party shall reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s 's expense and shall make available to the Indemnifying Party reasonably requested information under the control of the Indemnified Party, which information is shall be subject to Article 11 (ConfidentialityConfidentiality and Publications). The Indemnifying Indemnified Party shall permit have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnified Party will have the right to participate in employ separate counsel at the Indemnifying Party’s expense and to control its own defense of the applicable Claim if: (but not to controli) the Third Party Claim through counsel of its choosing (there are or may be legal defenses available to the extent it has the ability to do so). Notwithstanding any other provision of this subsection, if an Indemnified Party withholds consent that are different from or additional to those available to the Indemnifying Party; or (ii) in the reasonable opinion of counsel to the Indemnified Party, a bona fide settlement offer, where but for conflict or potential conflict exists between the Indemnified Party and Indemnifying Party that would make such action, separate representation advisable; provided that in no event will the Indemnifying Party could have settled such Third Party Claim, the Indemnifying Party shall be required to indemnify pay fees and expenses under this sentence for more than one (1) firm of attorneys in any jurisdiction in any one (1) legal action or group of related legal actions. In such event, the Indemnified Party only up to a maximum shall not settle or compromise such Claim without the prior written consent of the bona fide settlement offer for which the Indemnifying Party could have settled Party, such Third Party Claim. [***] = Indicates confidential information omitted from the exhibitconsent not to be unreasonably withheld, conditioned or delayed.