Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. Any Person seeking indemnification (the “Indemnitee”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification).

Conditions to Indemnification. Any Person seeking An indemnified party (an "Indemnitee") shall give to the indemnifying party (an "Indemnitor") notice in writing as soon as reasonably practicable under the circumstances of the commencement of any action, suit or proceeding or of any claim threatened to be made against Indemnitee for which Indemnitee proposes to demand indemnification (the “Indemnitee”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice of the indemnity claim 6. Failure to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will notify Indemnitor shall not relieve the indemnifying Party of Indemnitor from any liability which he may have to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent if such delay is prejudicial to the indemnifying Party’s failure does not materially adversely affect Indemnitor or his ability to defend any such action, suit or settle such claimproceeding. The indemnifying Party will With respect to any action, suit or proceeding as to which Indemnitee gives notice, Indemnitor shall have the right to assume and control the defense of the indemnification claim defense, compromise or settlement thereof, including at its Indemnitor's own expense with expense, employment of counsel selected by reasonably satisfactory to Indemnitee, provided that the indemnifying Party and reasonably acceptable to outcome includes the complete general release of the Indemnitee; provided, however, . In the event Indemnitor does not notify Indemnitee in writing that an Indemnitee will have the right he intends to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation assume control of such defense within thirty (30) days after Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicineshas given Indemnitor notice thereof, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation undertake such defense. Indemnitor shall not be liable to do so. The indemnify Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability for any amounts paid in settlement of any Patent Rightsaction, Confidential Informationsuit or proceeding or claim threatened to be made against Indemnitee effected without Indemnitor's prior written consent. Indemnitee shall not settle any action, suit or proceeding or threatened claim without Indemnitor's prior written consent. Neither Indemnitor nor Indemnitee will unreasonably withhold his consent to any proposed settlement. Indemnitor shall not be obligated to indemnify any Indemnitee for any consequential or other rights licensed to NVS by HMI hereunder), without the prior written consent indirect damages of the Indemnitee, which consent, any kind other than as set forth in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to this Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)6.

Conditions to Indemnification. Any Person A Party seeking indemnification pursuant to this Section 10 (an “Indemnified Party”) shall give prompt notice to the Party from whom such indemnification is sought (the “IndemniteeIndemnifying Party”) of the assertion of any claim or commencement of any action, suit or proceeding, and shall give the Indemnifying Party such information as the Indemnifying Party may reasonably request but failure to give such notice shall not relieve the Indemnifying Party of its obligation hereunder. The Indemnified Party shall, if the Indemnifying Party acknowledges that such Claim falls within the scope of its indemnification obligations hereunder, permit the Indemnifying Party to assume direction and control of the defence, litigation, settlement, appeal or other disposition of the claim (including the right to settle the claim solely for monetary consideration); provided, that the Indemnifying Party shall seek the prior written consent (not to be unreasonably withheld or delayed) of Indemnified Party as to any settlement which would diminish or materially adversely affect the scope, exclusivity or duration of any Patent Rights licensed under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice Agreement, would require any payment by the Indemnified Party, would require an admission of legal wrongdoing in any way on the part of the indemnity claim Indemnified Party, or would effect an amendment of this Agreement. Provided that an Indemnified Party has complied with the foregoing, the Indemnifying Party shall provide attorneys reasonably acceptable to the indemnifying Indemnified Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with defend against any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability Subject to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent foregoing, an Indemnified Party may participate in any proceedings involving such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume claim using attorneys of its choice and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying expense. In no event may an Indemnified Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise any claim for which it intends to seek indemnification from the indemnification claim Indemnifying Party hereunder without the prior written consent (such consent not to be unreasonably withheld or delayed) of the indemnifying Indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights provided under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed Section 10 as to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not such claim shall be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense null and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)void.

Conditions to Indemnification. Any Person seeking A Party that intends to claim indemnification under this Section (the “"Indemnitee”") under shall promptly notify the other Party (the "Indemnitor") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with counsel mutually satisfactory to the Parties, whether or not the underlying Third Party Claim is rightfully brought. In addition to counsel provided by the Indemnitor, an Indemnitee shall have the right to retain its own counsel at its own cost in such proceedings. The indemnity agreement in this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice 8 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaintIndemnitor, summons, which consent shall not be withheld or other written or verbal notice that the Indemnitee receives in connection with any such claimdelayed unreasonably. An Indemnitee’s The failure to deliver written notice will to the Indemnitor within a reasonable time after Indemnitee has knowledge of any claim, suit or demand or the commencement of any suit, if prejudicial to its ability to defend such action, shall relieve the indemnifying Party such Indemnitor of any liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to 8. At the extent such delay is prejudicial to Indemnitor's request, the indemnifying Party’s ability to defend Indemnitee under this Article 8, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or settle such claimliability covered by this indemnification and provide full information with respect thereto. The indemnifying Party will have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will Indemnitor shall not settle or compromise the indemnification claim without the prior written consent of the indemnifying Party, and the indemnifying any such Third Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached Claim without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)Indemnitee which consent shall not be unreasonably withheld, but such consent shall not be required if the settlement or compromise involves only the payment of monies and the Indemnitee obtains a complete release thereunder.

Conditions to Indemnification. Any Person seeking HNC Indemnified Party wishing to claim indemnification under Section 9.2, and any East Penn Financial Indemnified Party wishing to claim indemnification under Section 9.3 (the in this Agreement, an “IndemniteeIndemnified Party”) under this Article 15 upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the the applicable “Indemnifying Party” (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice either HNC, in the case of an East Penn Financial Indemnifying Party, or East Penn Financial in the indemnity claim case of an HNC Indemnified Party), but the failure to so notify shall not relieve the indemnifying Party and promptly provide a copy to the indemnifying Indemnifying Party of any complaint, summons, or other written or verbal notice that liability it may have to such Indemnified Party if such failure does not actually prejudice the Indemnitee receives in connection with Indemnifying Party. In the event of any such claim. An Indemnitee’s failure to deliver written notice will relieve , action, suit, proceeding or investigation, whether arising before or after the indemnifying Effective Time, (i) the Indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will shall have the right to assume and control the defense thereof and the Indemnifying Party shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the indemnification claim at its own expense with defense thereof, except that if the Indemnifying Party elects not to assume such defense or counsel selected by for the indemnifying Indemnified Party and advises the Indemnified Party that there are issues that raise conflicts of interest between the Indemnifying Party and the Indemnified Party, the Indemnified Party may retain counsel which is reasonably acceptable satisfactory to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Indemnifying Party, and the indemnifying Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Party, which may not exceed one firm in any jurisdiction, (ii) the Indemnified Party will not settle or compromise cooperate in the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability defense of any Patent Rightssuch matter, Confidential Information, or other rights licensed to NVS by HMI hereunder), without (iii) the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will shall not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached effected without the its prior written consent which shall not be unreasonably withheld and (iv) the Indemnifying Party shall have no obligation hereunder in the event that a federal or state banking agency or a court of competent jurisdiction shall determine that indemnification of an Indemnified Party in the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)manner contemplated hereby is prohibited by applicable laws and regulations.

Conditions to Indemnification. Any Person seeking indemnification (the “Indemnitee”) under this Article 15 13 (Indemnification; Limitation Of Liability; Insurance) (the “Indemnitee”) will give prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 13 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counselcounsel that is reasonably acceptable to the indemnifying Party, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 13.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS Ionis by HMI Metagenomi hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 11 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 13.4 (Conditions to Indemnification).

Conditions to Indemnification. Any Person seeking indemnification The Party claiming indemnity under this Article 13 (the “IndemniteeIndemnified Party”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will shall give prompt written notice of the indemnity claim to the indemnifying Party and from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Claim, provided that the failure to promptly provide a copy to such notice shall not relieve the indemnifying Indemnifying Party of any complaint, summons, or other written or verbal notice of its indemnification obligations hereunder except to the extent that the Indemnitee receives Indemnifying Party’s defense of the relevant Claim is prejudiced by such failure. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party defense of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay Claim for which indemnity is prejudicial to the indemnifying Party’s ability to defend or settle such claimbeing sought. The indemnifying Indemnified Party will may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and control conduct the defense of the indemnification claim at its own expense Claim with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain of its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedingschoice. The indemnifying Indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will shall not settle or compromise the indemnification claim any Claim without the prior written consent of the indemnifying Indemnified Party, and not to be unreasonably withheld, unless the indemnifying settlement involves only the payment of money. So long as the Indemnifying Party will is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), such Claim without the prior written consent of the IndemniteeIndemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, which consent(a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in each case any manner the Indemnified Party may deem reasonably appropriate (by and the indemnifying Indemnified Party need not consult with, or obtain any consent from, the Indemnitee, as the case may beIndemnifying Party in connection therewith), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with and (b) the indemnifying Indemnifying Party at shall remain responsible to indemnify the indemnifying Party’s expense and will make available to the indemnifying Indemnified Party all pertinent information under the control of the Indemnitee, which information will be subject to as provided in this Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)13.

Conditions to Indemnification. Any Person seeking If either a Xxxxxxx Indemnified Party or a Protagonist Indemnified Party (each, an “Indemnified Party”) intends to seek indemnification under Section 11.1, the Indemnified Party must: (a) give the other Party (the “IndemniteeIndemnifying Party”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give reasonably prompt written notice upon becoming aware of any Third Party Claim with respect to which such Indemnified Party intends to seek indemnification; (b) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s request and expense, in the defense or settlement of the indemnity claim to claim; and (c) give the indemnifying Indemnifying Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense or settlement of the indemnification claim, provided that the Indemnifying Party will not enter into any settlement that adversely affects the Indemnified Party’s rights or obligations without the Indemnified Party’s prior express written consent, which will not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense with counsel selected by of its choosing. Notwithstanding the indemnifying foregoing, any failure of the Indemnified Party and reasonably acceptable to comply with the provisions of clause (a) of this Section 11.2 will not relieve the Indemnifying Party of any defense or indemnity obligations under this Agreement except to the Indemnitee; provided, however, extent that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented is prejudiced by such counsel in failure. So long as the Indemnifying Party is actively defending such proceedings. The indemnifying Third Party will act reasonably and Claim in good faith with respect to all matters relating to such claim. If faith, the indemnifying Indemnified Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will shall not settle or compromise the indemnification any such claim without the prior written consent of the indemnifying Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, (i) the Indemnified Party may defend against, and consent to the indemnifying Party will not settle entry of any judgment or compromise enter into any settlement with respect to the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests Indemnified Party may deem reasonably appropriate (including any rights under this Agreement or and the scope, validityIndemnified Party need not consult with, or enforceability of obtain any Patent Rightsconsent from, Confidential Information, or other rights licensed to NVS by HMI hereunderthe Indemnifying Party in connection therewith), without and (ii) the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of remain responsible to indemnify the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Indemnified Party pursuant to as provided in this Section 15.4 (Conditions to Indemnification)Article 11.

Conditions to Indemnification. Any Person seeking indemnification (The obligations of the “Indemnitee”) ----------------------------- indemnifying party under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give prompt Sections 10.1 and 10.2 are conditioned upon the delivery of written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party party of any complaint, summons, or other written or verbal notice that potential Losses within sixty (60) days after the Indemnitee receives in connection with any indemnified party becomes aware of such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claimpotential Losses. The indemnifying Party will party shall have the right to assume the defense of any suit or claim related to the Losses if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified party, the indemnified party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other indemnification rights such party represented by such counsel may have at law or in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claimequity. If the indemnifying Party does party defends the suit or claim, the indemnified party may participate in (but not assume control) the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant thereof at its sole cost and expense. Neither party may settle a claim or action related to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim any Losses without the prior written consent of the indemnifying Partyother party, and the indemnifying Party will not settle or compromise the indemnification claim in if such settlement would impose any manner which would have an adverse effect monetary obligation on the Indemnitee’s interests (including other party or require the other party to submit to an injunction or otherwise limit the other party's rights under this Agreement. Any payment made by a party to settle any rights such claim or action shall be at its own cost and expense. With respect to any claim by one party against the other arising out of the performance or failure of performance of the other party under this Agreement, the parties expressly agree that the liability of such party to the other party for such breach shall be limited under this Agreement or the scope, validity, otherwise THE REGISTRANT HAS REQUESTED CONFIDENTIAL TREATMENT FOR CERTAIN PORTIONS OF THIS AGREEMENT. THOSE PORTIONS HAVE BEEN OMITTED FROM THIS COPY OF THE AGREEMENT AT THE PLACES INDICATED BY ASTERISKS (*); AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. at law or enforceability of any Patent Rights, Confidential Information, or other rights licensed equity to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, direct damages only and in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not no event shall a party be liable for any settlement punitive, exemplary or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)consequential damages.

Conditions to Indemnification. Any Person seeking As a condition to a Party's right to receive indemnification (the “Indemnitee”) under this Article 15 Section 9, it shall: (Indemnificationi) promptly notify ("Claim Notice") the other Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto (provided that the failure to give a Claim Notice promptly shall not prejudice the rights of an indemnified Party except to the extent that the failure to give such prompt notice CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. materially adversely affects the ability of the indemnifying Party to defend the claim or suit); Limitation Of Liability(ii) cooperate with the indemnifying Party in the defense of such claim or suit, at the expense of the indemnifying Party; Insuranceand (iii) will give prompt if the indemnifying Party confirms in writing to the indemnified Party its intention to defend such claim or suit within ten (10) days of receipt of the Claim Notice, permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the indemnifying Party fails to (x) provide such confirmation in writing within the ten (10) day period; or (y) diligently and reasonably defend such suit or claim at any time, its right to defend the claim or suit shall terminate immediately in the case of (x) and otherwise upon twenty (20) days' written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying indemnified Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to may assume and control the defense of such claim or suit at the indemnification claim at its own sole expense with counsel selected by of the indemnifying Party and reasonably acceptable to may settle or compromise such claim or suit without the Indemnitee; providedconsent of the indemnifying Party. In no event, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by may the indemnifying Party would be inappropriate due to actual compromise or potential differing interests between settle any claim or suit in a manner which admits fault or negligence on the Indemnitee and part of any other party represented indemnified Party or that otherwise materially affects such indemnified Party's rights under this Agreement or requires any payment by such counsel in such proceedings. The indemnifying an indemnified Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying such indemnified Party. Subject as expressly provided above, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights no liability under this Agreement Section 10 with respect to claims or the scope, validity, suits settled or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), compromised without the its prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not . Affymetrix' liability under Section 9.1(iii) shall be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available limited to an amount equal to the indemnifying Party [***]. N-Mer's liability under Section 9.2(iii) shall be limited to an amount equal to the [***]. In the event that the Probe Arrays are held to infringe and their use is enjoined as a result of infringement for which it has indemnified N-Mer, Affymetrix [***], and accept the return of unused Probe Arrays. This paragraph states the entire liability for infringement of intellectual property rights and is in lieu of all pertinent information under the control of the Indemniteeother warranties, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement express or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this implied except as stated in Section 15.4 (Conditions to Indemnification)8.

Conditions to Indemnification. Any Person seeking indemnification (the “Indemnitee”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice The obligations of the indemnity claim to the indemnifying Party under Sections 7.2 and promptly provide a copy 7.3 are conditioned upon the delivery of written notice to the indemnifying Party of any complaintpotential Liability promptly after the indemnified Party becomes aware of such potential Liability; provided, summons, or other written or verbal notice that the Indemnitee receives in connection with failure of the Aggrieved Party to give such notice or any such claim. An Indemnitee’s failure delay thereof shall not affect the Aggrieved Party's right to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only indemnification hereunder, except to the extent that such failure or delay is prejudicial to impairs the indemnifying Party’s 's ability to defend or settle contest any such claimLiability. The indemnifying Party will shall have the right to assume and control the defense of the indemnification any suit or claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable related to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claimLiability. If the indemnifying Party does defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. If the Indemnifying Party shall not assume the defense of any such suit or claim related to the Confidential Portions of this Exhibit marked Liability, the Aggrieved Party may defend against such suit or claim in such manner as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately it may deem appropriate and, unless the Indemnifying Party shall deposit with the Securities Aggrieved Party a sum equivalent to the total amount demanded in such suit or claim or shall deliver to the Aggrieved Party a surety bond in form and Exchange Commission. Confidential Treatment Requested by Homology Medicinessubstance reasonably satisfactory to the Aggrieved Party in such amount, Inc. indemnification the Aggrieved Party may settle such suit or claim on such terms as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee it may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Partydeem appropriate, and the indemnifying Indemnifying Party will not settle shall promptly reimburse the Aggrieved Party for the amount of all Liabilities incurred by the Aggrieved Party in connection with the defense against or compromise settlement of such suit or claim. If no settlement of such suit or claim is made, the indemnification claim in any manner which would have an adverse effect on Indemnifying Party shall promptly reimburse the Indemnitee’s interests (including any rights under this Agreement or Aggrieved Party for the scope, validity, or enforceability amount of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (Liabilities incurred by the indemnifying Aggrieved Party in the defense against such suit or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)claim.

Conditions to Indemnification. Any Person seeking A person or entity that intends to claim indemnification under this Section (the “Indemnitee”) under this Article 15 shall promptly notify JCR (Indemnification; Limitation Of Liability; Insurancethe “Indemnitor”) will give prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaintloss, summonsclaim, damage, liability or other written or verbal notice that action in respect of which the Indemnitee receives in connection intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability counsel mutually satisfactory to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent whether or not such delay claim is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemniteerightfully brought; provided, however, that an Indemnitee will shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying PartyIndemnitor if Indemnitor does not assume the defense, or if representation of such Indemnitee by the counsel retained by the indemnifying Party Indemnitor would be inappropriate due to actual or potential differing interests between the such Indemnitee and any other party person represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described indemnity agreement in this Section 15.4 (Conditions 8 - shall not apply to Indemnification)amounts paid in settlement of any loss, then claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, only if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section, but the omission so to deliver notice to the Indemnitor will not relieve it of any liability that it may defend the indemnification claim but will have no obligation to do soany Indemnitee otherwise than under THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. this Section. The Indemnitee will under this Section, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigations of any action, claim or liability covered by this indemnification. The Indemnitor shall not settle or compromise the indemnification claim any loss, liability, claim, damage or action without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner Indemnitee which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)withheld unreasonably.

Conditions to Indemnification. Any Person seeking indemnification (the “"Indemnitee”") under this Article 15 Section 12 (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s 's failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 Section 12 (Indemnification; Limitation Of of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s 's ability to defend or settle such claim. The indemnifying Party will 103 have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 12.3 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s 's interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS BioNTech by HMI Biotheus hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s 's expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 10.1 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 12.3 (Conditions to Indemnification).

Conditions to Indemnification. Any Person seeking As a condition to a Party's right to receive indemnification (the “Indemnitee”) under this Article 15 Section 9, it shall: (Indemnificationi) promptly notify ("Claim Notice") the other Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto (provided that the failure to give a Claim Notice promptly shall not prejudice the rights of an indemnified Party except to the extent that the failure to give such prompt notice materially adversely affects the ability of the indemnifying Party to defend the claim or suit); Limitation Of Liability(ii) cooperate with the indemnifying Party in the defense of such claim or suit, at the expense of the indemnifying Party; Insuranceand (iii) will give prompt if the indemnifying Party confirms in writing to the indemnified Party its intention to defend such claim or suit within [***] of receipt of the Claim Notice, permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the indemnifying Party fails to (x) provide such confirmation in writing within the [***] period; or (y) diligently and reasonably defend such suit or claim at any time, its right to defend the claim or suit shall terminate immediately in the case of (x) and otherwise upon [***] written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying indemnified Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to may assume and control the defense of such claim or suit at the indemnification claim at its own sole expense with counsel selected by of the indemnifying Party and reasonably acceptable to may settle or compromise such claim or suit without the Indemnitee; providedconsent of the indemnifying Party. In no event, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by may the indemnifying Party would be inappropriate due to actual compromise or potential differing interests between settle any claim or suit in a manner which admits fault or negligence on the Indemnitee and part of any other party represented indemnified Party or that otherwise materially affects such indemnified Party's rights under this Agreement or requires any payment by such counsel in such proceedings. The indemnifying an indemnified Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying such indemnified Party. Subject as expressly provided above, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights no liability under this Agreement Section 10 with respect to claims or the scope, validity, suits settled or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), compromised without the its prior written consent consent. Affymetrix' liability under Section 9.1(iii) shall be limited to [***]. N-Mer's liability under Section 9.2(iii) shall be limited to [***]. In the event that the Probe Arrays [***]. This paragraph states the entire liability for [***] and is in lieu of the Indemniteeall other warranties, which consent, express or implied except as stated in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)8.

Conditions to Indemnification. Any Person seeking If either a Xxxxxxx Indemnified Party or a Protagonist Indemnified Party (each, an “Indemnified Party”) intends to seek indemnification under Section 11.1, the Indemnified Party must: (a) give the other Party (the “IndemniteeIndemnifying Party”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give reasonably ​ ​ prompt written notice upon becoming aware of any Third Party Claim with respect to which such Indemnified Party intends to seek indemnification; (b) reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s request and expense, in the defense or settlement of the indemnity claim to claim; and (c) give the indemnifying Indemnifying Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense or settlement of the indemnification claim, provided that the Indemnifying Party will not enter into any settlement that adversely affects the Indemnified Party’s rights or obligations without the Indemnified Party’s prior express written consent, which will not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense or settlement of any such claim at its own expense with counsel selected by of its choosing. Notwithstanding the indemnifying foregoing, any failure of the Indemnified Party and reasonably acceptable to comply with the provisions of clause (a) of this Section 11.2 will not relieve the Indemnifying Party of any defense or indemnity obligations under this Agreement except to the Indemnitee; provided, however, extent that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented is prejudiced by such counsel in failure. So long as the Indemnifying Party is actively defending such proceedings. The indemnifying Third Party will act reasonably and Claim in good faith with respect to all matters relating to such claim. If faith, the indemnifying Indemnified Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will shall not settle or compromise the indemnification any such claim without the prior written consent of the indemnifying Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the claim as provided above, (i) the Indemnified Party may defend against, and consent to the indemnifying Party will not settle entry of any judgment or compromise enter into any settlement with respect to the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests Indemnified Party may deem reasonably appropriate (including any rights under this Agreement or and the scope, validityIndemnified Party need not consult with, or enforceability of obtain any Patent Rightsconsent from, Confidential Information, or other rights licensed to NVS by HMI hereunderthe Indemnifying Party in connection therewith), without and (ii) the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of remain responsible to indemnify the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Indemnified Party pursuant to as provided in this Section 15.4 (Conditions to Indemnification)Article 11.

Conditions to Indemnification. Any Person seeking A person or entity that intends to claim indemnification under this Section (the “Indemnitee”) under this Article 15 shall promptly notify JCR (Indemnification; Limitation Of Liability; Insurancethe “Indemnitor”) will give prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaintloss, summonsclaim, damage, liability or other written or verbal notice that action in respect of which the Indemnitee receives in connection intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability counsel mutually satisfactory to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent whether or not such delay claim is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemniteerightfully brought; provided, however, that an Indemnitee will shall have the right to retain its own counsel, with the fees and expenses to be THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A “*” AND BRACKETS AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. paid by the indemnifying PartyIndemnitor if Indemnitor does not assume the defense, or if representation of such Indemnitee by the counsel retained by the indemnifying Party Indemnitor would be inappropriate due to actual or potential differing interests between the such Indemnitee and any other party person represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described indemnity agreement in this Section 15.4 (Conditions 8 shall not apply to Indemnification)amounts paid in settlement of any loss, then claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action, only if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section, but the omission so to deliver notice to the Indemnitor will not relieve it of any liability that it may defend the indemnification claim but will have no obligation to do soany Indemnitee otherwise than under this Section. The Indemnitee will under this Section, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigations of any action, claim or liability covered by this indemnification. The Indemnitor shall not settle or compromise the indemnification claim any loss, liability, claim, damage or action without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner Indemnitee which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)withheld unreasonably.

Conditions to Indemnification. Any Person seeking indemnification (the “Indemnitee”) under this Article 15 13 (Indemnification; Limitation Of of Liability; Insurance) will give prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 13 (Indemnification; Limitation Of of Liability; Insurance) only solely to the extent that such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an the Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 13.3 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS AstraZeneca by HMI Cellectis hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 13.3 (Conditions to Indemnification). The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 11 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification).

Conditions to Indemnification. Any Person seeking indemnification As a condition to either Party’s (“Indemnifying Party”) obligations to indemnify, defend or hold the other Party (the “IndemniteeIndemnified Party”) harmless under this Article 15 Agreement, (Indemnification; Limitation Of Liability; Insurancei) will the Indemnified Party must give the Indemnifying Party prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaintactual or threatened losses, summonsclaims, demands, damages, expenses, suits, or other written actions, or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee whatsoever, including, but not limited to, costs and reasonable attorney's fees for which indemnification is claimed under this Article 15 Agreement (Indemnificationall of the foregoing collectively referred to in this Agreement as “Claim(s)”); Limitation Of Liability(ii) the Indemnified Party, promptly upon the request of the Indemnifying Party, must reasonably cooperate in the defense, settlement or compromise of any Claim(s); Insuranceand (iii) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Indemnifying Party will shall have the right to assume and control over the defense against the Claim(s) and over the terms of any proposed settlement or compromise thereof that does not impose upon the indemnification claim at its own expense with counsel selected by Indemnified Party any affirmative obligation other than the indemnifying payment of money against which the Indemnified Party and reasonably acceptable to the Indemniteeis indemnified; provided, however, that an Indemnitee will have the right to retain Indemnified Party, at the Indemnifying Party’s expense, may participate in such defense or settlement through counsel of its own counselchoosing if the Indemnified Party reasonably concludes that the defense of such claim is not being pursued diligently; and provided further, with that if the fees and expenses Indemnified Party rejects any reasonable compromise or settlement (“Settlement Proposal”), it may take over the defense, settlement or compromise of that Claim upon written notice to be paid by the indemnifying Indemnifying Party, if representation and, upon its receipt of such Indemnitee by said notice, the counsel retained by Indemnifying Party’s obligations to defend the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Indemnified Party will act reasonably and in good faith be automatically excused under this Agreement with respect to all matters relating that Claim (but not with respect to such claimany other Claim) and the Indemnifying Party’s indemnification and hold harmless obligations for that Claim (but not with respect to any other Claim) will be excused to the extent it exceeds the reasonable Settlement Proposal. If In the indemnifying Party does event the Parties do not assume agree on the reasonableness of the Indemnified Party's conclusion that the defense of such claim is not being pursued diligently, the Confidential Portions Indemnifying Party may request that the issue of this Exhibit marked as [***] have been omitted pursuant to whether the defense was being pursued diligently, and only that issue, be resolved through binding arbitration. Such a request for confidential treatment will be made in writing to the Indemnified Party and have been filed separately with shall be controlled by the Securities rules and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent procedures of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable CPR Institute for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)Dispute Resolution.

Conditions to Indemnification. Any Person seeking indemnification The Party claiming indemnity under this ARTICLE 12 (the “IndemniteeIndemnified Party”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give prompt written notice of the indemnity claim to the indemnifying Party and from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of any claim, demand, suit, action or other proceeding by any Third Party in relation to which it wishes to claim indemnification hereunder (a “Claim”), provided that the failure to promptly provide a copy to such notice will not relieve the indemnifying Indemnifying Party of any complaintof its indemnification obligations hereunder, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only except to the extent such delay is prejudicial to that the indemnifying Indemnifying Party’s ability to defend or settle such claim. The indemnifying Party will have the right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented relevant Claim is prejudiced by such counsel in such proceedingsfailure. The indemnifying Indemnifying Party will act reasonably and in good faith with respect to all matters relating to may upon such claim. If the indemnifying Party does not notice assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment Claim, and have been filed separately the Indemnified Party will provide the Indemnifying Party, upon the Indemnifying Party’s request, with reasonable assistance, at the Indemnifying Party’s expense, in connection with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then defense of the Indemnitee may defend the indemnification claim but will have no obligation to do soClaim for which indemnity is being sought. The Indemnitee Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense. The Indemnifying Party may settle any Claim without the prior consent of the Indemnified Party unless such settlement would impose any monetary obligation on the Indemnified Party or require the Indemnified Party to submit to an injunction or otherwise materially limit the other Party’s rights to conduct its business as then conducted or limit the Indemnified Party’s rights under this Agreement, in which case the Indemnified Party must give its prior written consent, not to be unreasonably withheld. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party will not settle or compromise the indemnification claim any such Claim without the prior written consent of the indemnifying Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, and (i) the indemnifying Indemnified Party will not settle may defend against, consent to the entry of any judgment, or compromise the indemnification claim enter into any settlement with respect to such Claim in any manner which would have an adverse effect on the Indemnitee’s interests Indemnified Party may deem reasonably appropriate (including any rights under this Agreement or and the scope, validityIndemnified Party need not consult with, or enforceability of obtain any Patent Rightsconsent from, Confidential Information, or other rights licensed to NVS by HMI hereunderthe Indemnifying Party in connection therewith), without and (ii) the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Indemnifying Party will not be liable for any settlement or other disposition of remain responsible to indemnify the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Indemnified Party pursuant to as provided in this Section 15.4 (Conditions to Indemnification)ARTICLE 12.

Conditions to Indemnification. Any Person seeking If either a SELTEN Indemnified Party or a VIVUS Indemnified Party (each, an “Indemnified Party”) intends to claim indemnification under Article 7, the Indemnified Party shall (a) give the other Party (the “IndemniteeIndemnifying Party”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will give reasonably prompt written notice of any Liability in respect of which the indemnity Indemnified Party intends to claim to such indemnification, (b) reasonably cooperate with the indemnifying Indemnifying Party and promptly provide a copy to at the indemnifying Party of any complaint, summons, or other written or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Indemnifying Party’s ability to defend request and expense, in the defense or settle such settlement of the claim. The indemnifying , and (c) give the Indemnifying Party will have the right to assume and control the defense or settlement of the indemnification claim, except that the Indemnifying Party shall not enter into any settlement that adversely affects the Indemnified Party’s rights or obligations under this Agreement without the Indemnified Party’s prior express written consent, which will not be unreasonably withheld or delayed. The *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnified Party may participate in the defense or settlement of any such claim at its own expense with counsel selected by of its choosing. Notwithstanding the indemnifying foregoing, any failure of the Indemnified Party and reasonably acceptable to comply with the provisions of this Section 7.2 will not relieve the Indemnifying Party of any defense or indemnity obligations hereunder except to the Indemnitee; provided, however, extent that an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented is prejudiced by such counsel in such proceedings. The indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Party, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)failure.

Conditions to Indemnification. Any Person seeking indemnification The Party claiming indemnity under this Article 13 (the “IndemniteeIndemnified Party”) under this Article 15 (Indemnification; Limitation Of Liability; Insurance) will shall give prompt written notice of the indemnity claim to the indemnifying Party and from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of such Claim, provided that the failure to promptly provide a copy to such notice shall not relieve the indemnifying Indemnifying Party of any complaint, summons, or other written or verbal notice of its indemnification obligations hereunder except to the extent that the Indemnitee receives Indemnifying Party’s defense of the relevant Claim is prejudiced by such failure. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with any the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such claim. An Indemnitee’s failure defense with counsel of its own choosing at its sole expense; provided, however, that, as long as however that (a) the claim solely seeks monetary damages, (b) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to deliver written notice will relieve satisfy and discharge the indemnifying claim in full and (c) the Indemnifying Party of liability provides evidence to the Indemnitee under this Article 15 (Indemnification; Limitation Of Liability; Insurance) only to the extent such delay is prejudicial to the indemnifying Indemnified Party’s ability satisfaction that it has the financial capacity to defend or settle such claim. The indemnifying and indemnify the Indemnified Party will against the Claim (the matters described in (a), (b) and (c), the “Litigation Conditions”), the Indemnifying Party shall have the right to assume and control conduct the defense of the indemnification claim at its own expense Claim with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain of its own counsel, with the fees and expenses to be paid by the indemnifying Party, if representation of such Indemnitee by the counsel retained by the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedingschoice. The indemnifying Indemnifying Party will act reasonably and in good faith with respect to all matters relating to such claim. If the indemnifying Party does not assume the defense of the Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will shall not settle or compromise the indemnification claim any Claim without the prior written consent of the indemnifying Indemnified Party, not to be unreasonably withheld. So long as the Litigation Conditions are satisfied and the indemnifying Indemnifying Party will is actively defending the Claim in good faith, the Indemnified Party shall not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), such Claim without the prior written consent of the IndemniteeIndemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, which consent(a) the Indemnified Party may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in each case any manner the Indemnified Party may deem reasonably appropriate (by and the indemnifying Indemnified Party need not consult with, or obtain any consent from, the Indemnitee, as the case may beIndemnifying Party in connection therewith), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with and (b) the indemnifying Indemnifying Party at shall remain responsible to indemnify the indemnifying Party’s expense and will make available to the indemnifying Indemnified Party all pertinent information under the control of the Indemnitee, which information will be subject to as provided in this Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)13.

Conditions to Indemnification. Any Person seeking indemnification As a condition to either Party’s (“Indemnifying Party”) obligations to indemnify, defend or hold the other Party (the “IndemniteeIndemnified Party”) harmless under this Article 15 Agreement, (Indemnification; Limitation Of Liability; Insurancei) will the Indemnified Party must give the Indemnifying Party prompt written notice of the indemnity claim to the indemnifying Party and promptly provide a copy to the indemnifying Party of any complaintactual or threatened losses, summonsclaims, demands, damages, expenses, suits, or other written actions, or verbal notice that the Indemnitee receives in connection with any such claim. An Indemnitee’s failure to deliver written notice will relieve the indemnifying Party of liability to the Indemnitee whatsoever, including, but not limited to, costs and reasonable attorney's fees for which indemnification is claimed under this Article 15 Agreement (Indemnificationall of the foregoing collectively referred to in this Agreement as “Claim(s)”); Limitation Of Liability(ii) the Indemnified Party, promptly upon the request of the Indemnifying Party, must reasonably cooperate in the defense, settlement or compromise of any Claim(s); Insuranceand (iii) only to the extent such delay is prejudicial to the indemnifying Party’s ability to defend or settle such claim. The indemnifying Indemnifying Party will shall have the right to assume and control over the defense against the Claim(s) and over the terms of any proposed settlement or compromise thereof that does not impose upon the indemnification claim at its own expense with counsel selected by Indemnified Party any affirmative obligation other than the indemnifying payment of money against which the Indemnified Party and reasonably acceptable to the Indemniteeis indemnified; provided, however, that an Indemnitee will have the right to retain Indemnified Party, at the Indemnifying Party’s expense, may participate in such defense or settlement through counsel of its own counselchoosing if the Indemnified Party reasonably concludes that the defense of such claim is not being pursued diligently; and provided further, with that if the fees and expenses Indemnified Party rejects any reasonable compromise or settlement (“Settlement Proposal”), it may take over the defense, settlement or compromise of that Claim upon written notice to be paid by the indemnifying Indemnifying Party, if representation and, upon its receipt of such Indemnitee by said notice, the counsel retained by Indemnifying Party’s obligations to defend the indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceedings. The indemnifying Indemnified Party will act reasonably and in good faith be automatically excused under this Agreement with respect to all matters relating that Claim (but not with respect to such claimany other Claim) and the Indemnifying Party’s indemnification and hold harmless obligations for that Claim (but not with respect to any other Claim) will be excused to the extent it exceeds the reasonable Settlement Proposal. If In the indemnifying Party does event the Parties do not assume agree on the reasonableness of the Indemnified Party's conclusion that the defense of such claim is not being pursued diligently, the Confidential Portions Indemnifying Party may request that the issue of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with whether the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. indemnification claim as described in this Section 15.4 (Conditions to Indemnification), then the Indemnitee may defend the indemnification claim but will have no obligation to do so. The Indemnitee will not settle or compromise the indemnification claim without the prior written consent of the indemnifying Partydefense was being pursued diligently, and the indemnifying Party will not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope, validity, or enforceability of any Patent Rights, Confidential Information, or other rights licensed to NVS by HMI hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by the indemnifying Party or the Indemnitee, as the case only that issue may be), will not be unreasonably withheld, conditioned, or delayed. The Indemnitee will reasonably cooperate with the indemnifying Party at the indemnifying Party’s expense and will make available to the indemnifying Party all pertinent information under the control of the Indemnitee, which information will be subject to Article 13 (Confidentiality). The indemnifying Party will not be liable for any settlement or other disposition of the claims by the Indemnitee if such settlement is reached without the written consent of the indemnifying Party pursuant to this Section 15.4 (Conditions to Indemnification)litigated.