Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 8.6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control of the defense and/or settlement thereofof such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitor Indemnitee’s interests, without the prior written consent of any liability to any Indemnitee otherwise than under this Section 13the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationSection 7.1.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.311.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 ARTICLE 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13ARTICLE 11, but the omission so to deliver such written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13ARTICLE 11. The Indemnitee under this Section 13ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Editas may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of an Editas Indemnitee), and other Editas Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to claim invoke its right to indemnification (the “Indemnitee”) under this Section 13 Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any claimsuch settlement requires an admission of fault or liability by, complaintor imposes any obligation on, suita Licensee Indemnitee or Bayer Indemnitee, proceeding as the case may be, or cause the other Party, then the prior written consent of action the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that *** 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3a Claim, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability be required to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationgive.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee “) intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 9, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, retain its own counsel at its own expense, with counsel of its own choosing in cost. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 9.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the Licensed Intellectual Property), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 8.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 10, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under shall reasonably cooperate with the [*] = Certain confidential information contained in this Section 13document, marked by brackets, is filed with the Securities and its employeesExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 9.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 10.6(a) or Section 10.6(b) shall be referred to herein as a “Claim.” If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 10.6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control of the defense and/or settlement thereofof such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitor Indemnitee’s interests, without the prior written consent of any liability to any Indemnitee otherwise than under this Section 13the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationSection 8.1.

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim (a "Third-Party that intends Claim") which gives or could give rise to claim a right of indemnification under this Agreement, the party requesting indemnification (the “Indemnitee”"lndemnitee") under this Section 13 shall promptly notify provide notification to the other party ("lndemnitor") describing the amount and nature of the Third-Party (Claim; provided, however, that any failure or delay in giving such notice shall only relieve the “Indemnitor”) in writing Inseminator of any claimits obligation to defend, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnify, and hold the Indemnitor lndemnitee harmless to the extent it reasonably demonstrates its defense or settlement of the Claim was adversely affected thereby. The Inseminator shall have sole control of the defense and/or and of all negotiations for settlement thereof; provided that of any Third-Party Claim and the Indemnities shall cooperate with the Inseminator in the defense or settlement of any such Claim at the Inseminator’s expense. Notwithstanding the foregoing, the Inseminator shall not settle any claim unless such settlement completely and forever releases the Indemnitee shall have from all liability with respect to such Claim or unless the right Indemnitee consents to participatesuch settlement in writing. Where the Indemnitor does not Request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is involved, the lndemnitee may participate in the defense of the Claim at its own expense. If Indemnitor does not assume defense of the Third-Party Claim, with the Indemnitee will defend or settle the Third-Party Claim, utilizing counsel of its own choosing the Indemnitee's choice, and Indemnitor shall reimburse the lndemnitee an amount equal to the aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in connection with the defense and/or settlement enforcement of such Claim. The the indemnification obligations set forth herein (including reasonable attorney's fees and costs), plus (iii) interest at the highest amount permitted by law on the aggregate amount of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without liabilities, plus the consent of other costs and expenses incurred by the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationIndemnitee.

Indemnification Procedure. A Any Cordis Party that intends to claim or SRM Party seeking indemnification under this Article 12 (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any such claim, complaint, suit, proceeding or cause including a detailed description of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a the “Indemnity Claim”), and the . The Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, participate jointly with counsel of its own choosing the Indemnitee in the defense and/or Indemnitee’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the Indemnitee becoming subject to injunctive or other equitable relief or otherwise adversely affecting the business of the Indemnitee in any manner, and as to which the Indemnitor shall have acknowledged in writing the obligation to indemnify the Indemnitee hereunder, the Indemnitor shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if , on such settlement is effected without the consent of terms as the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to in its ability to defend such actionsole discretion, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13deem appropriate, but the omission so to deliver written notice to provided that the Indemnitor shall not relieve enter into an agreement or settlement which requires the Indemnitee to admit to guilt, liability or wrongdoing of any kind and further providing that the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information reasonable evidence of its ability to pay any damages claimed and reasonable assistance to Indemnitor and its legal representatives with respect to any such Claims covered by this indemnification.settlement shall have obtained the written consent of the Indemnitee from the Indemnity Claim. The Indemnitor shall obtain the written consent of the Indemnitee prior to ceasing to defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the Indemnitee would become subject to injunctive or other equitable relief or the business of the Indemnitee would be adversely affected in any manner,

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How, or Confidential Information or patent or other rights licensed to BMS by Elixir hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A Party party that intends to claim indemnification under this Section 14.2 (the “Indemnitee”) under this Section 13 shall shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Third Party Claim in respect of action with respect to which the Indemnitee intends or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (for purposes of this Section 13.3, each a “Claim”), and ii) provide the Indemnitor shall have sole control of the defense and/or settlement thereofthereof with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that the Indemnitee shall have reserves the right to participateretain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, with counsel unless (a) the interests of its own choosing the Indemnitee and the Indemnitor in the defense and/or settlement suit conflict in such a manner and to such extent as to require, consistent with applicable standards of such Claim. The indemnification obligations professional responsibility, the retention of separate counsel for the Parties under this Section 13 Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice have employed attorneys reasonably satisfactory to the Indemnitor Indemnitee to defend any action within a reasonable time after the notice of commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to action and (iii) provide the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employeesIndemnitor, at the Indemnitor’s request and expense, shall provide with reasonable assistance and full information and reasonable assistance to Indemnitor and its legal representatives with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 14.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 14.2 and the Indemnitee shall have the right to participate in any such Claims covered by claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense or settlement thereof in accordance with the terms of this indemnificationSection 14.2(c).

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section Article 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim; provided that, if the Indemnitor is also involved in defending against such Claim in its own name and if defense of the Indemnitor and Indemnitee by the same counsel would place such counsel in a position of conflict of interest, the Indemnitor shall pay the reasonable cost of the Indemnitee’s separate counsel. The indemnification obligations of the Parties under this Section Article 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall shall, not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall to the extent it is prejudicial relieve such Indemnitor of any liability to the Indemnitee under this Section Article 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section Article 13. The Indemnitee under this Section Article 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. A Party party that intends to claim indemnification under this Section 9.2 (the “Indemnitee”) under this Section 13 shall shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Third Party Claim in respect of action with respect to which the Indemnitee intends or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (for purposes of this Section 13.3, each a “Claim”), and ii) provide the Indemnitor shall have sole control of the defense and/or settlement thereofthereof with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that the Indemnitee shall have reserves the right to participateretain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, with counsel unless (a) the interests of its own choosing the Indemnitee and the Indemnitor in the defense and/or settlement suit conflict in such a manner and to such extent as to require, consistent with applicable standards of such Claim. The indemnification obligations professional responsibility, the retention of separate counsel for the Parties under this Section 13 Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice have employed attorneys reasonably satisfactory to the Indemnitor Indemnitee to defend any action within a reasonable time after the notice of commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to action and (iii) provide the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employeesIndemnitor, at the Indemnitor’s request and expense, shall provide with reasonable assistance and full information and reasonable assistance to Indemnitor and its legal representatives with respect thereto. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 9.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 9.2 and the Indemnitee shall have the right to participate in any such Claims covered by claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense or settlement thereof in accordance with the terms of this indemnificationSection 9.2(c). Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 13.1 or Section 13.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 13, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 13.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the OncoMed Licensed Patents Rights or OncoMed Licensed Know-How, or Confidential Information or Patent or other rights licensed to OncoMed by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 12.

Indemnification Procedure. A Party that intends to claim indemnification In connection with any Claim for which a Pfizer Indemnitee or a Licensee Indemnitee (the relevant “Indemnitee”) under this Section 13 shall promptly notify the other Party seeks indemnification from Licensee or SpringWorks or Pfizer, respectively, (the “Indemnitor”) in writing of any claimpursuant to this Agreement, complaintPfizer or Licensee, suitrespectively, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification shall: (for purposes of this Section 13.3, each a “Claim”), and a) give the Indemnitor shall have sole control prompt written notice of the defense and/or settlement thereofClaim; provided provided, however, that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written provide such notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor from its liability or obligation hereunder, except to the extent of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employeesmaterial prejudice as a direct result of such failure; (b) cooperate with the Indemnitor, at the Indemnitor’s request and expense, in connection with the defense and settlement of the Claim; and (c) permit the Indemnitor to control the defense and settlement of the Claim; provided, however, that the Indemnitor may not settle the Claim without Pfizer’s or Licensee’s, respectively, prior written consent, which shall provide full information not be unreasonably withheld or delayed, in the event that such settlement materially adversely impacts any relevant Indemnitee’s rights or obligations. Further, Pfizer or Licensee, respectively, shall have the right to participate (but not control) and reasonable assistance to be represented in any suit or action by advisory counsel of its selection and at its own expense. The Indemnitor and its legal representatives shall not have any indemnity obligation with respect to any claim settled by an Indemnitee without the Indemnitor’s prior written consent, such Claims covered by this indemnificationconsent not to be unreasonably withheld or delayed.

Indemnification Procedure. A Upon obtaining knowledge of any third-party claim (a “Third-Party that intends Claim”) which gives or could give rise to claim a right of indemnification under this Agreement, the party requesting indemnification (the “Indemnitee”) under this Section 13 shall promptly notify provide notification to the other Party party (the “Indemnitor”) describing the amount and nature of the Third-Party Claim; provider, however, that any failure or delay in writing giving such notice shall only relieve the lndemnitor of any claimits obligation to defend, complaintindemnify, suit, proceeding or cause of action with respect to which and hold the Indemnitee intends harmless to claim such indemnification (for purposes the extent it reasonably demonstrates its defense or settlement of this Section 13.3, each a “Claim”), and the Indemnitor Claim was adversely affected thereby. The lndemnitor shall have sole control of the defense and/or and of all negotiations for settlement thereof; provided that of any Third-Party Claim and the lndemnitee shall cooperate with the Indemnitor in the defense or settlement of any such Claim at the Indemnitor’s expense. Notwithstanding the foregoing, the lndemnitor shall not settle any claim unless such settlement completely and forever releases the Indemnitee shall have from all liability with respect to such Claim or unless the right Indemnitee consents to participatesuch settlement in writing. Where the Indemnitor does not request the Indemnitee to cooperate in the defense or settlement of any such Claim in which the Indemnitee is involved, the Indemnitee may participate in the defense of the Claim at its own expense. If Indemnitee does not assume defense of the Third-Party Claim, with the lndemnitee will defend or settle the Third Party Claim, utilizing counsel of its own choosing the Indemnitee’s choice, and Inseminator shall reimburse the Indemnitee an amount equal to the aggregate of (i) the liabilities, plus (ii) all costs and expenses incurred by the Indemnitee in connection with the defense and/or settlement enforcement of such Claim. The the indemnification obligations set forth herein (including reasonable attorney’s fees and costs), plus (iii) interest at the highest amount permitted by law on the aggregate amount of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without liabilities, plus the consent of other costs and expenses incurred by the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationIndemnitee.

Indemnification Procedure. A Party that intends Promptly after receipt by a Person entitled to claim indemnification under Section 9.1 (the such Person, an “IndemniteeIndemnified Person”) under this Section 13 shall promptly of notice of the commencement of any Action (an “Indemnified Claim”) by any Person other than the Issuer, such Indemnified Person will, if a claim is to be made hereunder against the Issuer in respect thereof, notify the other Party (the “Indemnitor”) Issuer in writing of the commencement thereof; provided, that the omission to so notify the Issuer will not relieve the Issuer or RAG from any claimliability that either may have hereunder except to the extent the Issuer has been materially prejudiced by such failure. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Issuer of the commencement thereof, complaintthe Issuer will be entitled to participate therein, suitand, proceeding or cause of action to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with respect counsel reasonably acceptable to which such Indemnified Person; provided, that if the Indemnitee intends parties (including any impleaded parties) to claim any such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnified Claims include both such Indemnified Person and the Indemnitor shall have sole control Issuer and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the defense and/or settlement thereof; provided that the Indemnitee Issuer, such Indemnified Person shall have the right to participate, at its own expense, with select separate counsel of its own choosing to assert such legal defenses and to otherwise participate in the defense and/or settlement of such ClaimIndemnified Claims on behalf of such Indemnified Person. The indemnification obligations Upon receipt of notice from the Parties under this Section 13 shall not apply Issuer to amounts paid in settlement such Indemnified Person of any Claim if its election so to assume the defense of such settlement is effected without Indemnified Claims with counsel reasonably acceptable to the consent of Indemnified Person, the Indemnitor, which consent Issuer shall not be withheld or delayed unreasonably. The failure liable to deliver written notice such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the Indemnitor immediately preceding sentence (it being understood that all such expenses shall be reimbursed as they occur), (b) the Issuer shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the notice of commencement of any the Indemnified Claims, (c) the Issuer shall not have acknowledged its indemnification obligation to such Claim, if prejudicial to its ability Indemnified Person or shall have failed or is failing to defend such actionclaim, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver and is provided written notice to of such failure by the Indemnitor Indemnified Person and such failure is not reasonably cured within fifteen (15) Business Days of receipt of such notice, or (d) the Issuer shall not relieve have authorized in writing the Indemnitor employment of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to counsel for such Claims covered by this indemnificationIndemnified Person.

Indemnification Procedure. A In a circumstance where one Party that intends is required to claim indemnification indemnify the other Party for one hundred percent (100%) of the Losses arising from any Third Party Claim, a Party or any of its Affiliates or their respective directors, officers, employees or agents (the “Indemnitee”) that intends to claim indemnification under this Section 13 Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Losses in respect of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and if the Indemnitor confirms in writing that it will indemnify the Indemnitee for one hundred percent (100%) of such Loss, then the Indemnitor shall have sole control the right to assume the defense thereof with counsel of its choice, subject to the consent of the defense and/or settlement thereofnon-Indemnifying Party, which consent will not be unreasonably withheld, delayed or conditioned; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement fees and expenses to be paid by the Indemnitor, if representation of such ClaimIndemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The indemnification obligations Indemnitor shall not be responsible for the fees and expenses of the Parties under more than one counsel to all Indemnitees. The indemnity in this Section 13 Article 11 shall not apply to amounts paid in settlement of any Third Party Claim if such settlement is effected without the prior written consent of the any Indemnitor, which consent shall not be withheld unreasonably withheld, delayed or delayed unreasonablyconditioned. The failure to deliver written notice to the an Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, Third Party Claim shall not relieve such Indemnitor of any liability to the Indemnitee under this Section 13Article 11 with respect to such action, but the omission so to deliver written notice except to the Indemnitor shall not relieve extent that such failure materially prejudiced the Indemnitor of any liability Indemnitor’s ability to any Indemnitee otherwise than under this Section 13defend such action. The Each Indemnitee under this Section 13Article 11, its employees and its employees, at the Indemnitor’s request and expenseagents, shall provide full information and reasonable assistance to cooperate fully with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any Claim or action covered by this indemnification.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 8 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.38.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 Article 8 shall not apply to amounts paid in settlement of any Claim if such settlement is effected by an Indemnitee without the written consent of the Indemnitor, which consent shall not be withheld withheld, conditioned or delayed unreasonably. The failure to deliver written notice of a Claim to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13Article 8, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13Article 8. The Indemnitee under this Section 13Article 8, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor Indemnification Claim in any manner which would have an [*] = 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 406 of the Securities Act of 1933, as amended. adverse effect on the Indemnitee’s interests (including any liability to any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A Party that intends to claim indemnification (Promptly after receipt by either party of notice of the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing assertion of any claimclaim or the commencement of any action, complaint, suit, suit or proceeding or cause of action with respect to which this Agreement, such party ("Indemnified Party") shall give written notice thereof to the Indemnitee intends other party ("Indemnitor") and will thereafter keep the Indemnitor reasonably informed with respect thereto, provided that failure of the Indemnified Party to claim give the Indemnitor prompt notice as provided herein shall not relieve the Indemnitor of its obligations hereunder except to the extent, if any, it shall have been prejudiced thereby. In case any such indemnification (for purposes of this Section 13.3action, each a “Claim”)suit or proceeding is brought against an Indemnified Party, and the Indemnitor shall have sole control of be entitled to join in (and, in its discretion, to assume) the defense and/or settlement thereof; provided thereof with counsel satisfactory to the Indemnified Party, provided, however, that the Indemnitee Indemnified Party shall have be entitled to join in the right to participatedefense of any such action, at its own expense, suit or proceeding with counsel of its own choosing choice at the expense of the Indemnitor if, in the good faith judgment of the Indemnified Party's counsel, representation by the Indemnitor's counsel may present a conflict of interest or that there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. The Indemnitor will not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity unless such settlement includes as an unconditional term thereof the giving by the claimant or plaintiff of a release of the Indemnified Party, in form and substance satisfactory to the Indemnified Party and its counsel, from all liability with respect to such claim, action, suit or proceeding. If the Indemnitor assumes the defense of any claim, action, suit or proceeding as provided in this Section, the Indemnified Party shall be permitted to join in the defense and/or settlement thereof with counsel of such Claimits own selection but at its own expense except as provided above. The indemnification obligations of If the Parties under this Section 13 Indemnitor shall not apply to amounts paid in settlement assume the defense of any Claim if claim, action, suit or proceeding, the Indemnified Party may defend against such settlement is effected claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall not settle any claim, action, suit or proceeding which would give rise to the Indemnitor's liability under its indemnity without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationdelayed.

Indemnification Procedure. A Party that intends to claim indemnification If a Lonza Indemnitee or Customer Indemnitee (the “Indemnitee”) intends to claim indemnification under this Section 13 clause 7, it shall promptly notify the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control the defence thereof with counsel of the defense and/or settlement thereofits choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this clause 7. The indemnification obligations of the Parties under this Section 13 clause 7.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of any liability obligation to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than clause 7. It is understood that only Lonza or Customer may claim indemnity under this Section 13. The Indemnitee under this Section 13clause 7 (on its own behalf or on behalf of its Indemnitees), and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationother Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that If a party intends to claim indemnification under this Chapter (the an “Indemnitee”) under this Section 13 the Indemnitee shall promptly notify the other Party party (the “Indemnitor”) in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect claim that may be subject to which the Indemnitee intends to claim such a demand for indemnification (for purposes it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Section 13.3, each agreement except and only to the extent that the Indemnitor is actually prejudiced as a “Claim”result of such failure to give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided indemnification claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with counsel the fees and expenses to be paid by the Indemnitee in respect of its own choosing in such claim. If the Indemnitor does not assume the defense and/or settlement of such Claimthe indemnification claim after notice, the Indemnitee may defend the claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any Claim if such settlement is effected settle or compromise the indemnification claim without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of indemnification claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13agreement or the scope, validity of enforceability of Party B’s rights in and to the proprietary technologies, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information be subject to the Confidentiality Agreement(s) between Party A and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.Party B. Chapter IX Arbitration

Indemnification Procedure. A Party In the event that intends to claim an Indemnified Entity is seeking indemnification (under Section 9.1, it shall inform the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) Indemnifying Entity in writing of any claimthe relevant Claim as soon as reasonably practicable after it receives notice of the Claim, complaint, suit, proceeding or cause of action with respect shall permit the Indemnifying Entity to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), assume direction and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided of the Claim (subject to the right to control the defense of actions described in Section 5.3), including the right to select defense counsel, which counsel shall be reasonably satisfactory to the Indemnified Entity, and shall cooperate as reasonably requested by the Indemnifying Entity (at the expense of the Indemnifying Entity) in the defense of the Claim. The failure or delay to so notify the Indemnifying Entity shall not relieve the Indemnifying Entity of any obligation or liability that it may have to the Indemnified Entity, except to the extent that the Indemnitee Indemnifying Entity demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. Notwithstanding the foregoing, if control of the defense of such Claim by the Indemnifying Entity would be inappropriate due to actual or potential differing interests between the Parties, then the Indemnified Entity may undertake the defense of such Claim with counsel of its choice at the Indemnified Party’s expense. The Indemnified Entity shall have the right to participate, at its own expense, expense and with counsel of its own choosing choice, in the defense and/or settlement of such Claimany Claim that has been assumed by the Indemnifying Entity. The indemnification obligations of Neither the Parties under this Section 13 Indemnifying Entity nor the Indemnified Entity shall not apply to amounts paid in enter into any settlement of any Claim if such settlement is effected claim subject to indemnification without the mutual written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationbetween these two parties.

Indemnification Procedure. A Party that intends to claim indemnification If CRUCELL (the “Indemnitee”) intends to claim indemnification under this Section 13 8, CRUCELL shall promptly notify the other Party COMPANY (the “Indemnitor”) in writing of any claim, complaintdemand, suitaction, or other proceeding or cause of action with respect to for which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the indemnification. The Indemnitor shall have sole control of the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee shall have the right to participate, at retain its own expensecounsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the defense and/or settlement of such Claimproceedings. The indemnification indemnity obligations of the Parties under this Section 13 8 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such Claimaction or other proceeding, if prejudicial to its ability to defend such actionclaim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 138 with respect thereto, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor it of any liability that it may have to any the Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification8.

Indemnification Procedure. A Party that If a Lonza Indemnitee or Micromet Indemnitee (the "Indemnitee") intends to claim indemnification (the “Indemnitee”) under this Section 13 Clause 9, it shall promptly notify the other Party (the “"Indemnitor”") in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control the defence thereof with counsel of the defense and/or settlement thereofits choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party reasonably represented by such counsel in such proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this Clause 9. The indemnification obligations of the Parties under this Section 13 Clause 9.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of any liability obligation to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than Clause 9. It is understood that only Lonza or Micromet may claim indemnity under this Section 13. The Indemnitee under this Section 13Clause 9 (on its own behalf or on behalf of its Indemnitees), and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationother Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 6.1 or 6.2 shall be referred to herein as an “Indemnification Claim”. If an Indemnitee intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 6, the Indemnitee or the appropriate Licensor shall promptly notify the other Party (the “Indemnitor”) BMS in writing promptly upon becoming aware of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “that may be an Indemnification Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee . BMS shall have the right to participate, assume and control the defense of the Indemnification Claim at its own expenseexpense with counsel selected by BMS, provided, however, that an Indemnitee or the appropriate Licensor shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if Indemnitee determines that representation of such Indemnitee by the counsel retained by BMS would be inappropriate due to actual or potential differing interests between such Indemnitee and any party represented by such counsel in such proceedings. BMS shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 6, provided that the consent of its own choosing the Indemnitee (which shall not be unreasonably withheld, delayed or conditioned) shall be required in the defense and/or event any such settlement or compromise would adversely affect the interests of such Claimthe Indemnitee. The indemnification obligations of the Parties BMS under this Section 13 Article 6 shall not apply to amounts paid in settlement of any Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyBMS. The failure to deliver written notice to the Indemnitor BMS within a reasonable time after the commencement of any such Claimaction subject to this Article 6, if materially prejudicial to its BMS’s ability to defend such action, shall relieve such Indemnitor BMS of any liability obligation to the Indemnitee under this Section 13, but the omission so Article 6 with respect to deliver written notice Liability relating to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13or arising from such action. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request employees and expenseagents, shall provide full information and reasonable assistance to Indemnitor reasonably cooperate with BMS and its legal representatives with respect to such Claims in the investigation of any action, claim or liability covered by this indemnification.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.311.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13Article 11, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13Article 11. The Indemnitee under this Section 13Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Loxo or its permitted assignee may claim indemnity under this Article 11 (on its own behalf or on behalf of a Loxo Indemnitee), and other Loxo Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 11 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the NPC Patents Rights or NPC Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 10.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 10, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under shall reasonably cooperate with the [*] = Certain confidential information contained in this Section 13document, marked by brackets, is filed with the Securities and its employeesExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 9.

Indemnification Procedure. A Party that intends to claim indemnification BTCS (the “Indemnitee”) under this Section 13 shall promptly notify the other Party User in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1. The Indemnitee shall cooperate with the User (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereofand shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense; provided provided, however, that BTCS reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its choice. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.2 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1312, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim indemnification If a Lonza Indemnitee or Kolltan Indemnitee (the “Indemnitee”) intends to claim indemnification under this Section 13 Clause 9, it shall promptly notify the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control of the defense and/or settlement thereofthereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this Clause 9. The indemnification obligations of the Parties under this Section 13 Clause 9.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of any liability obligation to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than Clause 9. It is understood that only Lonza or Kolltan may claim indemnity under this Section 13. The Indemnitee under this Section 13Clause 9 (on its own behalf or on behalf of its Indemnitees), and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationother Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to claim (a) Any party seeking indemnification hereunder (the "Indemnitee") shall notify the parties liable for such indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “each an "Indemnitor”") in writing of any claimevent, complaint, suit, proceeding omission or cause of action with respect to occurrence which the Indemnitee intends has determined has given or could give rise to claim Losses which are indemnifiable hereunder (such indemnification (for purposes written notice being hereinafter referred to as a "Notice of Claim"). In all cases, such notice shall be given promptly, in accordance with the relevant provisions of the Agreement regarding notice; provided, that the failure of any Indemnitee to give notice as provided in this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim16. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor 4 shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13Article XVI unless such failure shall materially adversely affects the Indemnitor. A Notice of Claim shall specify in reasonable detail the nature and any particulars of the event, omission or occurrence giving rise to a right of indemnification. The Indemnitor shall satisfy its obligations hereunder, as the case may be, within 30 days of its receipt of a Notice of Claim; provided, however, that so long as the Indemnitor is in good faith defending a claim pursuant to Section 16.4(b) below, its obligation to indemnify the Indemnitee under this with respect thereto shall be suspended. To the extent the parties disagree as to whether any Losses are indemnifiable hereunder, such matters shall be resolved pursuant to Section 1317.11 hereunder; provided, that during the pendency of any such dispute, the party seeking indemnification may defend the Loss for which indemnification is sought, and its employeesif it is determined that the Loss is one that is subject to indemnification, at the Indemnitor’s request and expense, Indemnitor shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to be bound by all actions taken by the party seeking indemnification during the pendency of such Claims covered by this indemnificationdispute.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an Indemnitee under this Section 13 shall promptly notify 8 of notice of the other Party (the “Indemnitor”) in writing commencement of any claimaction or proceeding (including any governmental action or proceeding) involving a Claim, complaintsuch Indemnitee shall, suit, proceeding or cause of action with if a Claim in respect thereof is to which be made against the Indemnitee intends to claim such indemnification (for purposes of Company under this Section 13.38, each deliver to the Company a “Claim”)written notice of the commencement thereof including the factual basis for the Claim (if known) and the amount, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee Company shall have the right to participateparticipate in, at its own expenseand, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of its own choosing in any such action or proceeding by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or proceeding. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense and/or or any settlement of such Claimnegotiations with respect thereto. The indemnification obligations of the Parties under this Section 13 Company shall not apply to amounts paid in be liable for any settlement of any Claim if such settlement is action, claim or proceeding effected without its prior written consent (excluding where the Company has not elected to assume control of the defense), provided, however, that the Company shall not unreasonably withhold, delay or condition its consent. The Company shall not, without the prior written consent of the IndemnitorIndemnitee, consent to entry of any judgment or enter into any settlement or other compromise which consent does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such action, proceeding or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be withheld subrogated to all rights of the Indemnitee with respect to all insurance proceeds, third parties, firms or delayed unreasonablycorporations relating to the matter for which indemnification has been made. The failure by an Indemnitee to deliver written notice to the Indemnitor Company within a reasonable time after of the commencement of any such Claim, if prejudicial to its ability to defend such action, action shall not relieve such Indemnitor the Company of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice 8 except to the Indemnitor extent that the Company is prejudiced in its ability to defend such action, in which event the liability of the Company to such Indemnitee shall not relieve be reduced by the Indemnitor amount of any liability losses incurred by the Company resulting from the Indemnitee’s failure to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to give such Claims covered by this indemnificationnotice on a timely basis.

Indemnification Procedure. A Party that intends to claim Any Person seeking indemnification under this Section 10 (the “Indemnitee”) under this Section 13 shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the right to participate in, and, to the extent the Indemnitor so desires, to assume the defense and/or settlement thereofthereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and the other Party within thirty (30) days after receipt of written notice of such Claim from the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply fees and expenses to amounts be paid in settlement of any Claim if such settlement is effected without the consent of (a) by the Indemnitor, which consent if representation of such Indemnitee by the counsel retained by the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in such proceeding; or (b) by Indemnitee in all other cases. In no event shall not the Indemnitor be withheld or delayed unreasonably. The failure to deliver liable for any Liabilities that result from any delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor within a reasonable time after the commencement of any is not obligated to indemnify, defend or hold harmless an Indemnitee from and against such Claim, if prejudicial to the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of suit) and any Liabilities incurred by the Indemnitor in its ability to defend defense of such action, shall relieve such Indemnitor of any liability Claim with respect to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13Indemnitee. The Indemnitee under this Section 13and the other Party, and its employees, at the Indemnitor’s request employees and expenseagents, shall provide full information and reasonable assistance to reasonably cooperate with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any Claim covered by this indemnificationSection 10.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 7.5(a) or Section 7.5(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly 7.5, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect that the failure by an Indemnitee to which the Indemnitee intends to claim give such indemnification (for purposes of this Section 13.3, each a “Claim”), and notice will not relieve the Indemnitor shall have sole control of its indemnification obligation under this Agreement except and only to the defense and/or settlement thereof; provided extent that the Indemnitee shall Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to participate, assume and control the defense of such Claim at its own expenseexpense with counsel selected by the Indemnitor 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 Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The indemnification obligations of the Parties under this Section 13 shall Indemnitee will not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor will not settle or compromise any Claim in any manner which would require any admission by the Indemnitee or impose any obligation on the Indemnitee, without the prior written consent shall of the Indemnitee, which consent, in each case, will not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13unreasonably withheld. The Indemnitee under this Section 13, and its employees, will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information and reasonable assistance will be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 8.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 8.1 or 8.2 shall be referred to herein as an “Indemnification Claim”. If any person or persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 ARTICLE 8, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the Indemnitee’s patents or know how), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationARTICLE 7.

Indemnification Procedure. A Party that intends to claim indemnification If a Lonza Indemnitee or Omeros Indemnitee (the “Indemnitee”) intends to claim indemnification under this Section 13 Clause 9, it shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the alleged liability. The Indemnitor shall have sole the right to control the defence thereof with counsel of the defense and/or settlement thereofits choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party reasonably represented by such counsel in such proceeding and provided further that the Indemnitor may not admit to any unlawful act or infringement of a Third Party’s Intellectual Property by the Indemnitee or agree to any invalidity or unenforceability of an Indemnitee’s patent rights without the indemnitee’s written consent. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this Clause 9. The indemnification obligations of the Parties under this Section 13 Clause 9.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of any liability obligation to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than Clause 9. It is understood that only Lonza or Omeros may claim indemnity under this Section 13. The Indemnitee under this Section 13Clause 9 (on its own behalf or on behalf of its Indemnitees), and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationother Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 10, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suitthat the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, proceeding or cause except and only to the extent that the Indemnitor is actually prejudiced as a result of action with respect such failure to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such the Indemnification Claim as described in this Section 10.3 above, the Indemnitee may defend the Indemnification Claim, but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor 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 or enforceability of any liability to any Indemnitee otherwise than under this Section 13Patent within the Codexis Patent Rights or of the Codexis Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 9.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.311.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 ARTICLE 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13ARTICLE 11, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13ARTICLE 11. The Indemnitee under this Section 13ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Fate may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Fate Indemnitee), and other Fate Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 11.6(a) or Section 11.6(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly 11.6, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect that the failure by an Indemnitee to which the Indemnitee intends to claim give such indemnification (for purposes of this Section 13.3, each a “Claim”), and notice will not relieve the Indemnitor shall have sole control of its indemnification obligation under this Agreement except and only to the defense and/or settlement thereof; provided extent that the Indemnitee shall Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to participate, assume and control the defense of such Claim at its own expenseexpense with counsel selected by the Indemnitor 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 Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The indemnification obligations of the Parties under this Section 13 shall Indemnitee will not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent shall of the Indemnitee, which consent, in each case, will not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13unreasonably withheld. The Indemnitee under this Section 13, and its employees, will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information and reasonable assistance will be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationSection 10.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 13.7(a) or Section 13.7(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly 13.7, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect that the failure by an Indemnitee to which the Indemnitee intends to claim give such indemnification (for purposes of this Section 13.3, each a “Claim”), and notice will not relieve the Indemnitor shall have sole control of its indemnification obligation under this Agreement except and only to the defense and/or settlement thereof; provided extent that the Indemnitee shall Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to participate, assume and control the defense of such Claim at its own expensecost and expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees, costs and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The indemnification obligations of the Parties under this Section 13 shall Indemnitee will not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent shall of the Indemnitee, which consent, in each case, will not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13unreasonably withheld. The Indemnitee under this Section 13, and its employees, will reasonably cooperate with the Indemnitor at the Indemnitor’s request sole cost and expenseexpense and will make available to the Indemnitor all pertinent information under the Indemnitee’s control, shall provide full which information and reasonable assistance will be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationSection 12.1.

Indemnification Procedure. A Party Each Person that intends is entitled to claim indemnification under this Agreement (the each, an “Indemnitee”) under this Section 13 shall promptly notify agrees to give the other Party party hereto from which it may request indemnification (the “Indemnitor”) in writing prompt written notice of any claimevent, complaintor any written claim by a third party, suitof which it obtains knowledge, proceeding which could give rise to any damage, liability, loss, cost or cause of action with respect expense as to which it may request indemnification under this Agreement, but the Indemnitee intends failure to claim give such indemnification (for purposes prompt written notice shall not affect such Indemnitee’s rights hereunder except to the extent the Indemnitor was adversely prejudiced thereby. Notice given pursuant to the first sentence of this Section 13.37.4 shall: (i) provide details of the event or claim that is the subject of the notice; (ii) state the section of this Agreement that the Indemnitee claims has been breached; and (iii) contain as attachments any documents to the extent material to an understanding of the event or claim that is the subject of the notice. In connection with any such third-party claim which could give rise to any damage, each a “Claim”liability, loss, cost or expense as to which indemnification may be requested under this Agreement, if the Indemnitor shall have acknowledged in writing its obligation to indemnify in respect of such claim, the Indemnitor may assume the defense of such third-party claim at its expense, including by selecting counsel to direct such defense (which counsel shall be reasonably satisfactory to the Indemnitee), and the Indemnitee shall cooperate with the Indemnitor shall have sole control in determining the validity of any such claim and its defense thereof. The Indemnitee may, at its expense, participate in the defense of such third-party claim. Notwithstanding the Indemnitor’s assumption of the defense and/or settlement thereof; provided that of such third-party claim, the Indemnitee shall have the right to participateemploy one counsel to represent the Indemnitee if, at its own expense, with counsel of its own choosing in the defense and/or settlement reasonable judgment of the Indemnitee, a conflict of interest exists between the Indemnitee and the Indemnitor with respect to such third-party claim, and in such event the reasonable fees and expenses of such Claimseparate counsel shall be paid by the Indemnitor; provided, however, that such counsel shall represent the Indemnitee only with respect to such matters as to which, in the reasonable judgment of the Indemnitee, such conflict of interest exists. The indemnification obligations of the Parties under this Section 13 Indemnitor shall not apply to amounts paid in settlement of settle any Claim if such settlement is effected claim without the consent of the Indemnitee if any relief, other than the payment of money damages by the Indemnitor, would be granted by such settlement or if such settlement does not include the unconditional release of the Indemnitee. The Indemnitee shall not settle any such claim without the consent of the Indemnitor which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationunreasonably withheld.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 ARTICLE 12 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.312.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 ARTICLE 12 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13ARTICLE 12, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13ARTICLE 12. The Indemnitee under this Section 13ARTICLE 12, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Trimeris may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a Trimeris Indemnitee), and other Trimeris Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only CRL may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a CRL Indemnitee), and other CRL Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends to If a claim occurs for which a party has an indemnification obligation under Section 10.3 or 10.4, the indemnified party (the “Indemnitee”) under this Section 13 shall will: (a) promptly notify the other Party indemnifying party (the “Indemnitor”) in writing of any the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with the Indemnitor in the defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, complaintwith counsel reasonably satisfactory to the Indemnitee, suitall at the Indemnitor 's cost and expense. If the Indemnitor assumes the defense of the claim, proceeding the Indemnitee may participate in such defense with the Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitor nor the Indemnitee will consent to the entry of any judgment or cause of action enter into any settlement with respect to the claim without the prior written consent of the other party, which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor will have the right, upon written notice to the Indemnitee within five days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitee intends Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such claim such indemnification (will cease. The Indemnitor will not be liable for purposes any settlement or other disposition of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that claim by the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement which is effected reached without the written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the Toray Patents Rights or Toray Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 10.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party subject to the indemnification obligation (the “Indemnitor”) in writing no later than [***] days after becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 11, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 11.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the Orexigen Intellectual Property, or Confidential Information or Patent or other rights licensed to Orexigen by Takeda hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably FINAL VERSION withheld, conditioned, or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 10.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 9.5(a) or Section 9.5(b) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly 9.5, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect that the failure by an Indemnitee to which the Indemnitee intends to claim give such indemnification (for purposes of this Section 13.3, each a “Claim”), and notice will not relieve the Indemnitor shall have sole control of its indemnification obligation under this Agreement except and only to the defense and/or settlement thereof; provided extent that the Indemnitee shall Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to participate, assume and control the defense of such Claim at its own expenseexpense with counsel selected by the Indemnitor 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 Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such ClaimClaim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The indemnification obligations of the Parties under this Section 13 shall Indemnitee will not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent shall of the Indemnitee, which consent, in each case, will not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13unreasonably withheld. The Indemnitee under this Section 13, and its employees, will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information and reasonable assistance will be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationSection 8.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 14.6(a), Section 14.6(b) or Section 14.6(c) will be referred to herein as a “Claim”. If any person or entity (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly 14.6, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this Section 13Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to assume and control the defense of such Claim at its own cost and expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that an Indemnitee will have the right to retain its own counsel, with the fees, costs and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim as aforesaid, the Indemnitee may defend such Claim but will have no obligation to do so. The Indemnitee under this Section 13, and its employees, at will not settle or compromise any Claim without the prior written consent of the Indemnitor’s request and expense. The Indemnitor shall not settle any such claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by the Indemnitee), shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by would bind or impair the Indemnitee, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnitee or this indemnificationAgreement is invalid, narrowed in scope or Amgen Contract No.: 2013579490 35 EXECUTION COPY

Indemnification Procedure. A Party party that intends to makes a claim for indemnification (the “Indemnitee”) under this Section 13 Article 10 shall promptly notify the other Party party (the “Indemnitor”) in writing of any claimaction, complaintclaim or other matter in respect of which such party, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3indemnification; provided, each a “Claim”)however, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written provide such notice to the Indemnitor within a reasonable period of time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability of its obligations hereunder except to any Indemnitee otherwise than under this Section 13the extent the Indemnitor is prejudiced by such failure. The Indemnitee under this Section 13indemnified party shall permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and its employees, at the indemnified party agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the indemnified party’s request and expenserights hereunder, or impose any obligations on the indemnified party in addition to those set forth herein, in order for it to exercise such rights, without the indemnified party’s prior written consent, which shall provide full information and reasonable assistance to not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The indemnified party shall fully cooperate with the Indemnitor and its legal representatives with respect to such Claims in the investigation and defense of any action, claim or other matter covered by the indemnification obligations of this indemnificationArticle 10. The indemnified party shall have the right, but not the obligation, to be represented in such defense by counsel of its own selection and at its own expense.

Indemnification Procedure. A Party that intends to claim indemnification If CRUCELL (the “Indemnitee”) intends to claim indemnification under this Section 13 11, CRUCELL shall promptly notify the other Party VAXIN (the “Indemnitor”) in writing of any claim, complaintdemand, suitaction, or other proceeding or cause of action with respect to for which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the indemnification. The Indemnitor shall have sole control of the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee shall have the right to participate, at retain its own expensecounsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the defense and/or settlement of such Claimproceedings. The indemnification indemnity obligations of the Parties under this Section 13 11 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such Claimaction or other proceeding, if prejudicial to its ability to defend such actionclaim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 1311 with respect thereto, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.it of

Indemnification Procedure. A If a Party that intends to claim indemnification (the “Indemnitee”) intends to claim indemnification under this Section 13 8, Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaintdemand, suitaction, or other proceeding or cause of action with respect to for which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the indemnification. The Indemnitor shall have sole control of the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee shall have the right to participate, at retain its own counsel at Indemnitee’s own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification indemnity obligations of the Parties under this Section 13 Article 8 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such Claimaction or other proceeding, if only to the extent actually prejudicial to its ability to defend such actionclaim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13Article 8 with respect thereto, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor it of any liability that it may have to any the [ * ] = 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. CONFIDENTIAL Indemnitee otherwise than under this Section 13Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee under this Section 13without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and its employees, at the Indemnitor’s request all of their employees and expenseagents, shall provide full information and reasonable assistance to reasonably cooperate with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any claim, demand, action or other proceeding covered by this indemnificationSection 8. If the Parties cannot in good faith agree as to the application of Section 8.2 to any particular Claim, then each Party may the conduct its own defense of such Claim and reserves the right to claim indemnification (to the extent provided for in Section 8.2) from the other Party upon resolution of the underlying Claim.

Indemnification Procedure. A Party that intends to claim indemnification indemnification, on behalf of itself or any of its Affiliates, or any of their respective directors, officers, employees or agents CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENTS, MARKED BY [***], HAS BEEN OMITTED BECAUSE BOLT BIOTHERAPEUTICS, INC. HAS DETERMINED THE INFORMATION (the I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO BOLT BIOTHERAPEUTICS, INC. IF PUBLICLY DISCLOSED. (each, an “Indemnitee”) ), under this Section 13 Article 10 shall promptly notify the other Party (the “Indemnitor”) in writing of any the applicable claim, complaintprovided, suithowever, proceeding that the failure to give such notice shall not limit or cause otherwise reduce the indemnity provided for in this Agreement except to the extent that failure to give notice materially prejudices the rights of action with respect the Indemnitor. The Indemnitor shall have the right, upon notice to the Indemnitee within [***] after the receipt of any such notice, to undertake the defense, settlement or compromise of such claim, and the failure of the Indemnitor to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnitor’s rights under this Section 10.3 and shall preclude the Indemnitor from disputing the manner in which the Indemnitee intends to claim may conduct the defense of such indemnification (for purposes of this Section 13.3claim. Upon such notice from the Indemnitor, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereofof such claim; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claimclaim. The Indemnitor shall not settle any claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The indemnification obligations of the Parties under this Section 13 Article 10 shall not apply to amounts paid in settlement of any Claim claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13Indemnitee, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to such Claims claims covered by this indemnification.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 6.4(a) or Section 6.4(b) shall be referred to herein as an “Indemnification Claim”. If any person or entity (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 6.4, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including when Allozyne is the Indemnitee, the scope or enforceability of any liability to any Indemnitee otherwise than under this Section 13the Sigma Patents Rights or Sigma Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationSection 5.1.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 6.6 or Section 6.7 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of any liability to any Indemnitee otherwise than under this Section 13the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 4.

Indemnification Procedure. A Party that intends to claim party seeking indemnification (the “Indemnitee”) under this Section 13 shall 11.3 (the "Indemnitee") shall: promptly notify the other Party indemnifying party (the “"Indemnitor”") in writing of any claim, complaint, suit, proceeding or cause claim in respect of action with respect to which the Indemnitee intends to claim claims such indemnification (for purposes of this Section 13.3hereunder, each a “Claim”)provided however, and that the failure to given such notice shall not relieve the Indemnitor if its obligations hereunder except to the extent that the Indemnitor is materially prejudiced by such failure. Further the Indeminitee shall have provide the Indemnitor sole control of the defense and/or settlement thereofthereof with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in which case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee. In the event the Indemnitor and/or its retained counsel fail to promptly provide such defense, or, having commenced such defense, fail to diligently proceed with such defense, the Indemnitee shall have the right to participate, at its own expense, with assume the defense of any such matter through legal counsel of its own choosing in and the defense and/or Indemnitor shall be liable for the attorneys' fees and litigation expenses. Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement of such Claimmade by the other without its prior written consent, which shall not be unreasonably withheld or delayed. The indemnification obligations Indemnitor shall keep the Indemnitee reasonably informed of the Parties progress of any claim, suit or action under this Section 13 shall not apply to amounts paid in settlement of any Claim if 11.3. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationomission.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 9.3, 9.4 or 9.5 will be referred to herein as an “Indemnification Claim”. If any KHK Indemnitee or Medgenics Indemnitee (either, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly Article 9, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect that the failure by an Indemnitee to which the Indemnitee intends to claim give such indemnification (for purposes of this Section 13.3, each a “Claim”), and notice will not relieve the Indemnitor shall have sole control of its indemnification obligation under this Agreement except and only to the defense and/or settlement thereof; provided extent that the Indemnitee shall Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to participate, assume and control the defense of the Indemnification Claim at its own expenseexpense with counsel selected by the Indemnitor 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 Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such the Indemnification Claim as described in this Section 9.6, the Indemnitee may defend the Indemnification Claim, but will have no obligation to do so. The indemnification obligations of Indemnitee will not settle or compromise the Parties under this Section 13 shall not apply to amounts paid in settlement of any Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor will not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the either Party’s intellectual property, or Confidential Information or patent or other rights licensed to Medgenics by KHK hereunder), without the prior written consent shall of the Indemnitee, which consent, in each case, will not be withheld unreasonably withheld, conditioned or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13delayed. The Indemnitee under this Section 13, and its employees, will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information will be considered Confidential Information and reasonable assistance subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 5.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 11, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as described in this Section 11.3, above, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the Orexigen Intellectual Property, or Confidential Information or Patent or other rights licensed to Orexigen by Takeda hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, conditioned, or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 10.

Indemnification Procedure. A Party that claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an "Indemnification Claim". If any Person or Persons (collectively, the "Indemnitee") intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party (the “"Indemnitor”") in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee's interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the EPIX Patents Rights or EPIX Know-How, or Confidential Information or patent or other rights licensed to EPIX by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request 's expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 11.

Indemnification Procedure. A If a Party that intends to claim indemnification under Section 7.1 or Section 7.2, such Party (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claimclaim for indemnification, complaintand, suitexcept as otherwise expressly provided in this Agreement, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that thereof using counsel reasonably acceptable to the Indemnitee. However, if the Indemnitee believes (based on the advice of outside counsel) that due to potential conflicts of interest between the Indemnitee and the Indemnitor, representation of the Indemnitee by the Indemnitor’s counsel would be inappropriate, the Indemnitee may select separate counsel and the Indemnitor shall have be responsible for the right to participatecosts of such representation of the Indemnitee. Under all other circumstances, the Indemnitee may, in its sole discretion, participate in any such proceeding with separate counsel of its choice, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 foregoing indemnity obligation shall not apply to amounts paid by the Indemnitee in settlement of any Claim claim if such settlement is effected by the Indemnitee without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall provide full information and reasonable assistance cooperation to the Indemnitor and its legal representatives with respect to such Claims in the investigation of and preparation for the defense against any action, claim or liability covered by this indemnification.. The Indemnitor shall not enter into any settlement or consent to an adverse judgment in any such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees and agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee, without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 12, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereof; provided Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe Indemnification Claim as aforesaid, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope or enforceability of the BMS Patent Rights or BMS Know-How) and shall not admit liability or wrongdoing on the part of either Party or its Affiliates, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full be subject to Article 11. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and reasonable assistance filed separately with the Securities and Exchange Commission pursuant to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationRule 406 of the Securities Act of 1933, as amended.

Indemnification Procedure. A An Indemnified Party will promptly provide Licensee with written notice of any Liability that intends to claim indemnification (the “Indemnitee”) is indemnifiable under this Section 13 Article 11; provided, however, that the failure to so notify shall promptly notify not relieve Licensee of its indemnification obligations hereunder except to the other Party (the “Indemnitor”) in writing extent of any claim, complaint, suit, proceeding or cause material prejudice to Licensee as a direct result of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of failure. Except as otherwise provided in this Section 13.311.2, each a “Claim”)Licensor shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Licensor shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that concedes any fault or wrongdoing on the part of Licensee, without Licensee’s prior written consent. If Licensor so directs in writing, Licensee shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Licensee shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that grants any rights to the Licensed Patents, Software, Know-How or Licensed Products, or that concedes any fault or wrongdoing on the part of Licensor, without Licensor’s prior written consent. If, after receipt of written direction from Licensor, Licensee fails or declines to assume the defense against any claim or action within thirty (30) days after notice thereof, then Licensor may assume and control the defense of such claim or action for the account and at the risk of Licensee, and the Indemnitor shall have sole control any Liabilities related to such claim or action will be conclusively deemed a liability of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such ClaimLicensee. The indemnification obligations rights of the Indemnified Parties under this Section 13 shall not apply Article 11 are in addition to amounts paid all other rights that an Indemnified Party may have at law, in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld equity or delayed unreasonablyotherwise. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.​

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 11 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.311.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification [ * ] = Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. obligations of the Parties under this Section 13 Article 11 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13Article 11, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13Article 11. The Indemnitee under this Section 13Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only InterMune may claim indemnity under this Article 11 (on its own behalf or on behalf of a InterMune Indemnitee), and other InterMune Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 11 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder. If the Parties cannot agree as to the application of Sections 11.1 and 11.2 to any particular Claim, then each Party may conduct its own defense against same, and each reserves the right to claim indemnity hereunder from the other Party upon resolution of the underlying Claim.

Indemnification Procedure. A Party that intends to Any party making a claim for indemnification under this Section 10.3 (the an “Indemnitee”) under this Section 13 shall promptly notify the other Party indemnifying party (the an “Indemnitor”) of the claim in writing promptly, but in no event more than 10 business days, after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification amount thereof (for purposes of this Section 13.3, each a “Claim”), if known and quantifiable) and the Indemnitor shall have sole control of the defense and/or settlement basis thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the notify an Indemnitor shall not relieve the Indemnitor of any liability its obligations hereunder except (i) to the extent that (and only to the extent that) such failure shall have caused the damages for which the Indemnitor is obligated to be greater than such damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder or (ii) the Indemnitor is otherwise prejudiced by such failure in which case only to the extent of such prejudice. With respect to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13third-party claim, any Indemnitor shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification at such Indemnitor’s expense, and at its employeesoption (subject to the limitations set forth below) shall be entitled to appoint regionally- recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense; provided further that, at prior to the Indemnitor’s request Indemnitor assuming control of such defense, it shall first (i) verify to the Indemnitee in writing that such Indemnitor shall be fully responsible (with no reservation of any rights) for all liabilities and expense, obligations relating to such claim for indemnification and that it shall provide full information and reasonable assistance indemnification (whether or not otherwise required hereunder) to Indemnitor and its legal representatives the Indemnitee with respect to such Claims covered by this indemnification.action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder and (ii) enter into an agreement with the Indemnitee in form and substance reasonably satisfactory to the Indemnitee (including with respect to Indemnitor’s creditworthiness) which agreement unconditionally guarantees the payment and performance of any liability or obligation which may arise with respect to such action, lawsuit, proceeding, investigation or facts giving rise to such claim for indemnification hereunder; and provided further that:

Indemnification Procedure. A Party that intends to claim indemnification (Promptly after receipt by an Indemnified Person of notice of the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing commencement of any claim, complaintchallenge, suitlitigation, investigation or proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a an “Indemnified Claim”), and such Indemnified Person will, if a claim is to be made hereunder against the Indemnitor shall have sole control Indemnifying Party in respect thereof, notify the Indemnifying Parties in writing of the defense and/or settlement commencement thereof; provided that (i) the Indemnitee omission to so notify the Indemnifying Parties will not relieve the Indemnifying Parties from any liability that it may have hereunder except to the extent it has been materially prejudiced by such omission and (ii) the omission to so notify the Indemnifying Parties will not relieve the Indemnifying Parties from any liability that it may have to such Indemnified Person otherwise than on account of this Article VIII. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Parties of the commencement thereof, the Indemnifying Parties will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Indemnifying Parties and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Indemnifying Parties, such Indemnified Person shall have the right to participate, at its own expense, with select separate counsel of its own choosing to assert such legal defenses and to otherwise participate in the defense and/or settlement of such ClaimIndemnified Claims. The indemnification obligations Upon receipt of notice from the Indemnifying Parties under this Section 13 shall not apply to amounts paid in settlement such Indemnified Person of any Claim if its election to so assume the defense of such settlement is effected without Indemnified Claims with counsel reasonably acceptable to the consent of Indemnified Person, the Indemnitor, which consent Indemnifying Parties shall not be withheld or delayed unreasonably. The failure liable to deliver written notice such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (A) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the Indemnitor immediately preceding sentence (it being understood, however, that the Indemnifying Parties shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Claims (in addition to one local counsel in each jurisdiction in which local counsel is required) and that all such expenses shall be reimbursed as they occur), (B) the Indemnifying Parties shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after the notice of commencement of any such Claimthe Indemnified Claims, if prejudicial to its ability (C) the Indemnifying Parties shall have failed or is failing to defend such actionclaim, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver and is provided written notice to of such failure by the Indemnitor Indemnified Person and such failure is not cured within fifteen (15) Business Days of receipt of such notice, or (D) the Indemnifying Parties shall not relieve have authorized in writing the Indemnitor employment of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to counsel for such Claims covered by this indemnificationIndemnified Person.

Indemnification Procedure. A Party that intends to claim indemnification party (the “Indemnitee”) that intends to claim indemnification under this Section 13 10 shall promptly notify the other Party party (the “Indemnitor”) promptly in writing of any claimaction, complaint, suit, proceeding claim or cause liability in respect of action with respect to which the Indemnitee intends believes it is entitled to claim such indemnification (for purposes of this Section 13.3indemnification, each a “Claim”), and provided that the failure to give timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee except to the extent the Indemnitor is prejudiced thereby. The Indemnitor shall have sole control the right, by notice to the Indemnitee, to assume the defense of any such action or claim within a reasonable period after the Indemnitor’s receipt of notice of any action or claim with counsel of the Indemnitor’s choice and at the sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. The party not assuming the defense and/or settlement thereofof any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out‑of‑pocket costs of such assistance shall be for the account of the Indemnitor. No such claim shall be settled other than by the party defending the same, and then only with the consent of the other party which shall not be unreasonably withheld; provided that the Indemnitee shall have the right no obligation to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply consent to amounts paid in any settlement of any Claim if such settlement is effected without action or claim which imposes on the consent of Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor, which and the Indemnitee shall have no right to withhold its consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement any settlement of any such Claim, action or claim if prejudicial to its ability to defend such action, shall relieve such Indemnitor the settlement involves only the payment of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to money by the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and or its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationinsurer.

Indemnification Procedure. A Party party (the "indemnitee") that intends to claim indemnification under this Article 7 will notify the indemnifying party (the “Indemnitee”"indemnitor") under this Section 13 shall promptly notify the other Party (the “Indemnitor”) within a reasonable time in writing of any action, claim, complaint, suit, proceeding or cause liability in respect of action with respect to which the Indemnitee intends indemnitee believes it is entitled to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereofindemnification; provided that the Indemnitee shall failure to give timely notice to the indemnitor will not release the indemnitor from any liability to the indemnitee except to the extent the indemnitor is actually prejudiced thereby. The indemnitor will have the right right, by notice to participatethe indemnitee, to assume the defense of any such action or claim within the [***] period after the indemnitor's receipt of notice of any action or claim with counsel of the indemnitor's choice and at its own expensethe sole cost of the indemnitor. If the indemnitor does not so assume the defense of such Third Party claim, the indemnitee may assume such defense with counsel of its own choosing in choice and [***]. If the indemnitor so assumes such defense, the indemnitee may participate therein through counsel of its choice, [***]. The party not assuming the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without claim will render all reasonable assistance to the party assuming such defense, and [***]. No such claim will be settled other than by the party defending the same, and then only with the consent of the Indemnitorother party, which consent shall will not be withheld or delayed unreasonably. The failure unreasonably withheld; provided that the indemnitee will have no obligation to deliver written notice consent to the Indemnitor within a reasonable time after the commencement any settlement of any such Claimaction or claim that imposes on the indemnitee any liability or obligation that cannot be assumed and performed in full by the indemnitor, if prejudicial and the indemnitee will have no right to withhold its ability consent to defend such action, shall relieve such Indemnitor any settlement of any liability to such action or claim if the Indemnitee under this Section 13, but settlement involves only the omission so to deliver written notice to payment of money by the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and indemnitor or its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationinsurer.

Indemnification Procedure. A Party that intends to claim indemnification (Promptly after receipt by CCSI of notice of the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing making or commencement by any third party of any claim, complaintaction, suitlawsuit, or proceeding or cause of action with respect as to which the Indemnitee intends to claim such indemnification may be sought (for purposes of this Section 13.3, each a “"Third Party Claim”"), and the Indemnitor CCSI shall have sole control notify Indemnitors in writing of the commencement. The failure to notify Indemnitors shall not relieve Indemnitors from any liability that they may have under this section if Indemnitors are not prejudiced by the lack of such notice. However, if Indemnitors are prejudiced by the lack of such notice, Indemnitors shall not be responsible for that portion of the liability caused by the prejudice resulting from the lack of notice. If any such Third Party Claim is brought against CCSI, Indemnitors shall be entitled to participate and, to the extent they may elect by written notice delivered promptly to CCSI after receiving notice from CCSI, to assume the defense and/or with counsel reasonably satisfactory to CCSI. The parties agree to cooperate fully with each other in connection with the defense, negotiation, or settlement thereof; provided that the Indemnitee of any such legal proceeding, claim, or demand. CCSI shall have the right to participate, at employ its own expensecounsel in any such case, but the fees and expenses of this counsel shall be at the expense of CCSI unless (i) the employment of counsel shall have been authorized in writing by Indemnitors in connection with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 action; (ii) Indemnitors shall not apply have employed counsel to amounts paid have charge of the defense of the action within a reasonable period of time after commencement of the action; or (iii) CCSI has reasonably concluded that there may be defenses available to it that are different from or additional to those available to Indemnitors, in settlement which case Indemnitors shall not have the right to direct the defense of this action on behalf of CCSI. In any of these situations, the fees and expenses of CCSI's counsel shall be borne by Indemnitors. Neither CCSI nor Indemnitors may settle any Third Party Claim if such settlement is effected without the consent of the Indemnitorother. After any final judgment or award has been rendered by a court, arbitration board, or administrative agency of competent jurisdiction and the time in which consent shall not be withheld to appeal from it has expired, a settlement has been consummated, or delayed unreasonably. The failure to deliver written notice to the Indemnitor within Indemnitors and CCSI arrive at a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives mutually binding agreement with respect to such Claims covered each separate matter alleged to be indemnified by this indemnificationIndemnitors, CCSI shall forward to Indemnitors notice of any sums due and owing by it with respect to the matter, and Indemnitors immediately shall pay all of the sums owing, by wire transfer or certified or bank cashier's check, to CCSI.

Indemnification Procedure. A The indemnifying Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participatecontrol any litigation and settlement discussions within the scope of the indemnities provided for in this Article 11; provided, however, that the indemnifying Party shall not, without obtaining the prior written consent of the indemnified Party, settle any litigation if such settlement would impose an admission, obligation or liability on the indemnified Party. The indemnified Party shall have the right to select and retain counsel, at its the indemnified Party’s own expense, with counsel to represent such Party in any litigation and settlement discussions. The indemnities set forth in this Article 11 shall be inapplicable if the indemnifying Party is not notified promptly of its own choosing the claim for indemnification and is prejudiced by the delay in notice. All indemnified Parties shall cooperate to the extent necessary in the defense and/or settlement of such Claim. The indemnification obligations any claim within the scope of the Parties under indemnities provided for in this Section 13 shall not apply to amounts paid in settlement Article 11. An indemnifying Party’s assumption of the defense or disposition of any Claim if such settlement matter hereunder may be undertaken without prejudice to its right to assert that it is effected without not obligated to indemnify the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice indemnified Party pursuant to the Indemnitor within a reasonable time after the commencement of any such Claimterms hereof. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, if prejudicial to its ability to defend such actionWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationHAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Indemnification Procedure. A Party that claim to which indemnification applies under Section 9.3, 9.4 or 9.5 will be referred to herein as an “Indemnification Claim”. If any KKC Indemnitee or Aevi Indemnitee (either, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly Article 9, the Indemnitee will notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect that the failure by an Indemnitee to which the Indemnitee intends to claim give such indemnification (for purposes of this Section 13.3, each a “Claim”), and notice will not relieve the Indemnitor shall have sole control of its indemnification obligation under this Agreement except and only to the defense and/or settlement thereof; provided extent that the Indemnitee shall Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor will have the right to participate, assume and control the defense of the Indemnification Claim at its own expenseexpense with counsel selected by the Indemnitor 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 Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such the Indemnification Claim as described in this Section 9.6, the Indemnitee may defend the Indemnification Claim, but will have no obligation to do so. The indemnification obligations of Indemnitee will not settle or compromise the Parties under this Section 13 shall not apply to amounts paid in settlement of any Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, and the Indemnitor will not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the either Party’s intellectual property, or Confidential Information or patent or other rights licensed to Aevi by KKC hereunder), without the prior written consent shall of the Indemnitee, which consent, in each case, will not be withheld unreasonably withheld, conditioned or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13delayed. The Indemnitee under this Section 13, and its employees, will reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expensewill make available to the Indemnitor all pertinent information under the control of the Indemnitee, shall provide full which information will be considered Confidential Information and reasonable assistance subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 5.

Indemnification Procedure. A Party that intends The Licensee shall provide reasonable notice to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing Licensor of any claim, complaint, suit, proceeding or cause of action with respect to claims for which it is owed an indemnity obligation under the Indemnitee intends to claim such indemnification (for purposes terms of this Section 13.3, Agreement (each a “an "Indemnified Claim”"), and the Indemnitor . The Licensor shall have sole then promptly assume control of the defense and/or settlement thereof; provided that and investigation of the Indemnitee shall have the right to participateIndemnified Claim, at with counsel of its own choosing, and the Licensee shall reasonably cooperate with the Licensor in connection therewith, in each case at the Licensor’s sole cost and expense. In addition to the foregoing, the Licensee may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense. The Licensor shall not settle any Indemnified Claim without the Licensee’s prior written consent (which consent may not be unreasonably withheld, conditioned, or delayed). If the Licensor fails or refuses to assume control of the defense of such Indemnified Claim, the Licensee will have the right, but not the obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Licensor, in each case in such manner and on such terms as the Licensee may deem appropriate. Neither the Licensee’s failure to perform any obligation under Section 5 in general, nor any act or omission of the Licensee in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in or settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Indemnified Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor the Licensor of any liability to the Indemnitee its obligations under this said Section 135, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives including with respect to such Claims covered by this indemnificationany Losses, except to the extent that the Licensor can demonstrate that it has been materially prejudiced as a result thereof.

Indemnification Procedure. A Party that intends to claim Each Party, if seeking indemnification under this Article 13 (Indemnities; Liability; Insurance) (the “Indemnitee”) under this Section 13 ), shall promptly notify give prompt written notice of the claim to the other Party (the “Indemnitor”) ); provided, however, that any failure or delay in writing providing such notice will not relieve the Indemnitor of its indemnification obligation, except to the extent it is actually prejudiced by such failure or delay. Each Party shall furnish promptly to the other Party, copies of all papers and official documents received in respect of any claim, complaint, suit, proceeding or cause of action with respect to which Losses and Claims. The Indemnitee shall cooperate as requested by the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor in the defense against any Losses and the Claims. The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofindemnification claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of such Claimthe indemnification claim as described in this Section 13.3 (Indemnification Procedure), the Indemnitee may defend the indemnification claim but shall have no obligation to do so. The Indemnitee shall not settle or compromise the indemnification obligations claim without Portions of this Exhibit, indicated by the xxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Parties Securities Exchange Act of 1934, as amended. the prior written consent of the Indemnitor, and the Indemnitor 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 Section 13 Agreement or the scope or enforceability of any Patent Rights or Confidential Information or other rights licensed to Partner by Epirus hereunder), without the prior written consent of the Indemnitee, which consent, in each case (by Indemnitor or Indemnitee), shall not apply be unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to amounts paid in the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 12 (Confidentiality). The Indemnitor shall not be liable for any settlement or other disposition of any Claim if such settlement Losses and Claims by the Indemnitee which is effected reached without the written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationunreasonably withheld.

Indemnification Procedure. A Party In the event that any legal proceeding shall be instituted or any claim or demand shall be asserted by any person in respect of which Buyer or Seller intends to claim seek indemnification under the provision of this Article 12, the party seeking indemnification (the “"Indemnitee”") under this Section 13 shall promptly shall, within thirty (30) days from the date the Indemnitee received actual knowledge of the claim, notify the other Party party against whom indemnification is sought (the “"Indemnitor”") of such claim and provide the Indemnitor with a copy of such claim or other documents received. Notwithstanding the foregoing, a party's right to indemnification hereunder shall not be affected by any delay in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)giving notice unless, and then only to the extent that, the rights or remedies of the Indemnitor shall have sole control been prejudiced as a result of the delay in giving such notice. In the event that Indemnitor has acknowledged that it will indemnify and reimburse Indemnitee's Damages with respect to a particular lawsuit, claim or demand, Indemnitor shall be permitted to control the conduct of any defense and/or settlement thereof; provided that the Indemnitee shall have the right to participateand, at its own expense, with counsel the expense and option of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, may settle such claim with Indemnitee's prior written consent (which consent shall not be unreasonably withheld or delayed unreasonably). The failure If Indemnitor has failed to deliver accept such defense within twenty (20) days after Indemnitor has received written notice of such suit, claim or demand as described in this Paragraph or has failed to maintain such defense with reasonable diligence after such acceptance, Indemnitee may control the Indemnitor within a reasonable time after the commencement conduct of any defense. Indemnitee shall cooperate with Indemnitor in each such Claim, if prejudicial to its ability to defend such action, defense. Indemnitee shall relieve such Indemnitor make no settlement of any liability to the Indemnitee under this Section 13suit, but the omission so to deliver claim or demand without Indemnitor's prior written notice to the Indemnitor consent (which consent shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationbe unreasonably withheld).

Indemnification Procedure. A Party that intends The Person entitled to claim indemnification under this Section 8 (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing after the receipt of notice of the commencement of any claim, complaint, suit, proceeding legal action or cause claim against such Indemnitee in respect of action with respect which indemnification may be sought pursuant to which the Indemnitee intends to claim such indemnification (for purposes foregoing provisions of this Section 13.3, each a “Claim”), and the 8. Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall thereafter have the right to participateassume the investigation and defense of that claim, at its own expenseincluding employing legal counsel. If the Indemnitor does not promptly assume the investigation and defense of the claim, with the Indemnitee may do so and employ legal counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employeeschoosing, at the Indemnitor’s request expense. In any case, the Indemnitor shall pay or reimburse the Indemnitee for all court costs, attorneys’ fees and experts’ fees relating to the claim and post any appeals bonds. If the Indemnitee assumes the defense of a claim, the Indemnitee has the right, at its expense, to employ separate legal counsel and participate in the defense of that claim. The Indemnitor shall provide full information not be liable for any settlement of a claim without its written consent to the settlement. To prevent double recovery for a claim, the Indemnitee shall reimburse the Indemnitor for payments or costs incurred in an indemnity claim with the proceeds of any judgment, insurance, bond, surety or other recovery by the Indemnitee for the indemnified claim. If the Indemnitee fails to perform any of its obligations under this Section 8.6 and reasonable assistance the failure prejudices the Indemnitor in its defense of the claim, the Indemnitor’s obligation to Indemnitor and its legal representatives with respect indemnify shall remain in effect but shall be reduced to such Claims covered by this indemnificationthe extent, if any, that it is so prejudiced.

Indemnification Procedure. A Party With respect to claims made by third parties, if any party that intends is entitled to claim indemnification hereunder (the “each, an "Indemnitee”") under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of is threatened with any claim, complaintor any claim is presented to or any action or proceeding commenced against the Indemnitee, suitwhich may give rise to the right of indemnification hereunder, proceeding or cause of action with respect to which the Indemnitee intends will give prompt written notice thereof to the Indemnitor. The Indemnitor, by delivery of written notice to the Indemnitee within twenty (20) days of receipt of notice of a claim for indemnification from the Indemnitee, may elect to assume the defense of any such indemnification (for purposes of this Section 13.3, each a “Claim”), and third party claim at the Indemnitor's expense. If the Indemnitor assumes the defense, it shall have sole control the right to settle an indemnifiable matter without the consent of the defense and/or Indemnitee unless the settlement thereof; provided that would have a material adverse effect on the Indemnitee. If the Indemnitor does not timely elect to defend an indemnifiable matter, the Indemnitee shall have the exclusive right to participateprosecute, at its own expensedefend, with counsel of its own choosing in compromise, settle, or pay any claim, without prejudice to the defense and/or settlement of such Claim. The indemnification obligations right of the Parties under this Section 13 shall not apply Indemnitee to amounts paid in settlement of recover any Claim if such settlement is effected without the consent of and all losses and reasonable expenses (including attorneys fees and costs) incurred from the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13shall permit the Indemnitor reasonable access to the books and records of the Indemnitee and shall otherwise cooperate with the Indemnitor in connection with any matter or claim of indemnification. REDHOOK SUPPLY, and its employeesDISTRIBUTION, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.AND LICENSING AGREEMENT

Indemnification Procedure. A If a Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 intends to claim indemnification hereunder, Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaintdemand, suitaction, or other proceeding or cause of action with respect to for which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the indemnification. The Indemnitor shall have sole control of the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee shall have the right to participate, at retain its own counsel at Indemnitee’s own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification indemnity obligations of the Parties under this Section 13 9.3 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such Claimaction or other proceeding, if only to the extent actually prejudicial to its ability to defend such actionclaim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 139.3 with respect thereto, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor it of any liability that it may have to any the Indemnitee otherwise than under this Section 139.3. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee under this Section 13without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and its employees, at the Indemnitor’s request all of their employees and expenseagents, shall provide full information and reasonable assistance to reasonably cooperate with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any claim, demand, action or other proceeding covered by this indemnificationSection 9.4. If the Parties cannot in good faith agree as to the application of Section 9.3’s subsections to any particular Claim, then each Party may the conduct its own defense of such Claim and reserves the right to claim indemnification (to the extent provided for in Section 9.3) from the other Party upon resolution of the underlying Claim.

Indemnification Procedure. A Party An Indemnitee shall give NOP written notice, within thirty (30) days of the Indemnitee's first actual knowledge, of a claim that intends the Indemnitee contends is covered by the indemnity provisions in paragraph 6.1 and shall deliver it to claim NOP with copies of all written information received by the Indemnitee in connection with such claim. The failure of an Indemnitee to comply with the time provision in this paragraph 6.2 shall not bar the provision of indemnity to the Indemnitee; provided, however, that the indemnification (obligation of NOP under paragraph 6.1 to such Indemnitee shall be reduced to the “Indemnitee”) extent the failure of such Indemnitee to comply with said time provision is determined by the court or other finder of fact to have caused actual prejudice or damage to NOP. The failure of one Indemnitee to provide the notice required in this paragraph 6.2 shall not affect NOP's obligations under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action Agreement with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee other Indemnitees. NOP shall have the right obligation either to participatesettle the claim (at its expense and without admitting that Indemnitees had any liability with respect thereto) or to employ legal counsel reasonably acceptable to the Indemnitees at NOP's expense and other necessary professionals to defend and contest the claim. An Indemnitee, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request sole cost and expense, shall provide full information have the right, but not the obligation to hire its own counsel to participate in the defense of any such claims. If NOP has undertaken defense of the claim without reservation, NOP shall have the sole right to control the defense of such claim, including, without limitation, the settlement and reasonable assistance payment of such claim. So long as NOP is diligently defending the claim, the Indemnitee shall not settle or pay such claim. The indemnity obligation of NOP shall extend to Indemnitor and its legal representatives with respect to such Claims covered any final judgment or order entered in a claim contested by NOP under the terms of this indemnificationparagraph.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 12 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.312.6, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 Article 12 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13Article 12, but the omission so to deliver written notice to the Indemnitor shall not otherwise relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13Article 12. The Indemnitee under this Section 13Article 12, and its employees, at the Indemnitor’s 's request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Mirati or its permitted assignee may claim indemnity under this Article 12 (on its own behalf or on behalf of a Mirati Indemnitee), and other Mirati Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 12 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 10.1 (ONO Indemnity) or Section 10.2 (FATE Indemnity) shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 10 (Indemnity and Insurance), the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense and/or settlement of the Indemnification Claim as described in this Section 10.3 (Indemnification Procedure), above, the Indemnitee may defend the Indemnification Claim at Indemnitor’s expense (subject to Sections 10.1 (ONO Indemnity) and 10.2 (FATE Indemnity)) but shall have no obligation to do so. Neither the Indemnitor nor the Indemnitee shall admit fault on behalf of the other Party without the written consent of such Claimother Party. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any Indemnitee otherwise than rights under this Section 13Agreement or the scope, exclusivity, duration or enforceability of the intellectual property or Confidential Information or Patent or other rights granted or licensed to the Indemnitee hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld, delayed or conditioned. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information be subject to Article 8 (Confidentiality), and reasonable assistance cause its employees to Indemnitor be available in a deposition, hearing or trial. * Confidential Information, indicated by [***], has been omitted from this filing and its legal representatives filed separately with respect to such Claims covered by this indemnificationthe Securities and Exchange Commission.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 14.1 or Section 14.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 ARTICLE 14, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). Each claim notice shall describe in reasonable detail the basis for such claim (the “Claim Basis”) and specify the amount or cause the estimated amount of action with respect to which Losses actually incurred or paid by the Indemnitee intends as a result of the Claim Basis, to claim such indemnification (for purposes the extent ascertainable. By delivering notice to the Indemnitee within [***] days after delivery of this Section 13.3notice described in the immediately preceding sentence, each a “Claim”), and the Indemnitor shall have may assume and control, with the sole power to direct, the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee. If the Indemnitor does not assume control of the defense and/or settlement thereof; provided that of the Indemnification Claim as described in this Section 14.3, above, the Indemnitee shall have the right control such defense at Indemnitor’s expense (subject to participate, Sections 14.1 and 14.2). The Party not controlling such defense may participate therein at its own expense, with counsel . Neither the Indemnitor nor the Indemnitee shall admit fault on behalf of its own choosing in the defense and/or settlement other Party without the written consent of such Claimother Party. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise an Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld unreasonably withheld, delayed or delayed unreasonablyconditioned. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve settle or compromise an Indemnification Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnitor of Indemnitee from all liability with respect thereto or that imposes any liability to any or obligation on the Indemnitee otherwise than for which the Indemnitee is not indemnified under this Section 13Agreement, without the prior written consent of the Indemnitee. The Indemnitee Party controlling the defense of an Indemnification Claim shall keep the other Party advised of the status of such Indemnification Claim and the defense thereof and shall reasonably consider recommendations made by the other Party with respect thereto. The other Party shall cooperate fully with the Party controlling such defense and shall make available all pertinent information under this Section 13its control, which information shall be subject to ARTICLE 12, and cause its employeesemployees to be available in a deposition, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationhearing or trial.

Indemnification Procedure. A Party As a condition to the indemnification under this Agreement, an indemnified entity (UNIVERSITY or CARDIFF Indemnitee, Licensee or a Sublicensee as applicable — each being an “Indemnified Entity”) that intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 8 shall promptly notify the other Party Licensee and Sublicensees or UNIVERSITY or CARDIFF, as applicable (such indemnifying entity, the “Indemnitor”) in writing of any claim, complaint, suit, proceeding liability or cause action in respect of action with respect to which the Indemnitee Indemnified Entity intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and the Indemnitor shall have sole control of the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee an Indemnified Entity shall have the right to participate, at retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement of such Claimfees and expenses to be paid by the Indemnified Entity. The indemnification indemnity obligations of the Parties under this Section 13 Article 8 shall not apply to amounts paid in settlement of any Claim loss, claim, damage, liability, or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyunreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its the extent such failure substantially impairs Indemnitor’s ability to defend such action, shall relieve such Indemnitor of any such liability to the Indemnitee Indemnified Entity with regard to such action under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13Article 8. The Indemnitee under this Section 13Indemnified Entity, and its employees, at the Indemnitor’s request and expenseagents, shall provide full information and reasonable assistance to cooperate fully with the Indemnitor and its legal representatives with respect to such Claims in the investigation of any action, claim, or liability covered by this indemnification.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 11.1 or Section 11.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Person (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 11, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suitthat the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, proceeding or cause except and only to the extent that the Indemnitor is actually prejudiced as a result of action with respect such failure to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control the defense of the defense and/or settlement thereofIndemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of its own choosing in more than one counsel retained by all Indemnitees. If the Indemnitor does not assume the defense and/or settlement of such the Indemnification Claim as described in this Section 11.1.3 above, the Indemnitee may defend the Indemnification Claim, but shall have no obligation to do so. The indemnification obligations of the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of any settle or compromise the Indemnification Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve settle or compromise the Indemnitor of Indemnification Claim in any liability to manner which would have an adverse effect on the Indemnitee’s interests (including any Indemnitee otherwise than rights under this Section 13Agreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 10.

Indemnification Procedure. A Party that intends claim to claim which indemnification applies under Section 8.1 or Section 8.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the “Indemnitee”) intends to claim indemnification under this Section 13 Article 8, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be an Indemnification Claim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of give such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and to which the Indemnitee does not reasonably object. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 138.3, the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee under this Section 13shall not settle or compromise the Indemnification Claim without the prior written consent of the Indemnitor, and its employeesthe Indemnitor shall not settle or compromise the Indemnification Claim in any manner that would impose any obligation on the Indemnitee or otherwise have an adverse effect on the Indemnitee’s rights or interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s request reasonable expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationArticle 7.

Indemnification Procedure. A Party that If any person or entity (each, an “Indemnitee”) intends to claim indemnification (under Section 8.5(a), the “Indemnitee”) under this Section 13 shall Indemnitee will promptly notify the other Party party from whom indemnity is sought (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim (it being understood and agreed, complainthowever, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the failure by an Indemnitee shall to give such notice will not relieve Indemnitor of its indemnification obligation under this Agreement (1) except and only to the extent that Indemnitor’s defense is actually prejudiced as a result of such failure to give notice and (2) Indemnitor will have no obligation whatsoever to indemnify for any fees, costs or expenses incurred by any Indemnitee prior to such notification to Indemnitor. Indemnitor will have the right to participate, assume and control the defense of such claim at its own expenseexpense with counsel selected by Indemnitor and reasonably acceptable to the Indemnitee; provided, however, that all Indemnitees in the aggregate will have the right to retain a single counsel reasonably acceptable to Indemnitor, with the reasonable fees, costs and expenses to be paid by Indemnitor, if representation of such Indemnitees by the counsel retained by Indemnitor would be inappropriate due to an actual or apparent conflict of its own choosing in interest between such Indemnitees and Indemnitor. If Indemnitor does not assume the defense and/or settlement of such Claimclaim as aforesaid, the Indemnitee may defend such claim but will have no obligation to do so. The Indemnitee will not settle or compromise any claim for indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of Indemnitor, and Indemnitor will not settle or compromise any such claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the IndemnitorIndemnitee, in each case which consent shall will not be unreasonably withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13delayed. The Indemnitee under this Section 13, and its employees, will reasonably cooperate with Indemnitor at the Indemnitor’s request expense and expense, shall provide full information and reasonable assistance will make available to Indemnitor and its legal representatives with respect all pertinent information under the control of the Indemnitee, which information will be subject to such Claims covered by this indemnificationSection 7.1.

Indemnification Procedure. (i) A Party that claim to which indemnification applies under Section 9.6(a) or Section 9.6(b) shall be referred to herein as a “Claim.” If any Person (each, an “Indemnitee”) intends to claim indemnification (the “Indemnitee”) under this Section 13 9.6, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing promptly upon becoming aware of any claimclaim that may be a Claim (it being understood and agreed, complainthowever, suit, proceeding or cause that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of action with respect its indemnification obligation under this Agreement except and only to which the Indemnitee intends extent that the Indemnitor is actually prejudiced as a result of such failure to claim such indemnification (for purposes of this Section 13.3, each a “Claim”give notice), and the . The Indemnitor shall have sole the right to assume and control of the defense and/or settlement thereofof such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided provided, however, that the an Indemnitee shall have the right to participate, at retain its own expensecounsel, with the fees and expenses to be paid by the Indemnitor if representation of such Indemnitee by the counsel of its own choosing retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings and otherwise by the Indemnitee. If the Indemnitor does not assume the defense and/or settlement of such Claim as aforesaid, the Indemnitee may defend such Claim. The indemnification obligations of , with the Parties under this Section 13 shall not apply fees and expenses to amounts be paid in settlement of any Claim if such settlement is effected without the consent of by the Indemnitor, which consent but shall not be withheld or delayed unreasonably. The failure have no obligation to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13do so. The Indemnitee under this Section 13, and its employees, shall reasonably cooperate with the Indemnitor at the Indemnitor’s request expense and expenseshall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall provide full information and reasonable assistance be subject to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationthe terms of the Confidentiality Agreement.

Indemnification Procedure. A Party that intends to claim Any Indemnitee seeking indemnification (the “Indemnitee”) under this Section 13 11.2 or Section 11.3 hereof shall promptly notify the other Party (the “Indemnitor”) in writing give an Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) such Indemnitor is actually prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the appropriate Indemnitee's prior written consent or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of, or in any way relating to, the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to the Indemnitee that, complaintas between the Indemnitor and the Indemnitee, suit, proceeding or cause of action the Indemnitor is responsible to the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3is controlling the defense, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the will not be liable to any Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in for any settlement of any Claim if such settlement claim pursuant to Section 11.2 or Section 11.3, as applicable, that is effected without the consent of the Indemnitorits prior written consent, which consent shall not be withheld unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in Section 11.2 or delayed unreasonably. The failure Section 11.3, as applicable, may be unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion which it is permitted to deliver written notice pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. For purposes hereof, "Indemnitor" means the Purchaser Indemnitor within or the Company Indemnitor, as applicable; "Indemnitee" means a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Purchaser Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any or a Company Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification"Indemnified Liabilities" means either Purchaser Indemnified Liabilities or Company Indemnified Liabilities.

Indemnification Procedure. A Party that intends to claim indemnification Each of the parties in its respective capacity as an indemnitee (the “Indemnitee”) under this Section 13 hereunder, shall promptly notify give to the other Party party (the “Indemnitor”) in writing prompt written notice of any claim, complaint, suit, proceeding claim that might give rise to indemnified liabilities under Section 14.1 or cause 14.2 setting forth a description of action with respect to those elements of such claim of which the such Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereofhas knowledge; provided that any failure to give such notice shall not affect the Indemnitee obligations of the Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is prejudiced in any material respect thereby. The Indemnitor shall have the right at any time during which such claim is pending to participate, at its own expense, with select counsel of its own choosing in to defend and control the defense and/or settlement of thereof and settle any claims for which it is responsible for indemnification hereunder (provided that no Indemnitor will settle any such Claim. The indemnification obligations of claim without (i) the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the appropriate Indemnitee’s prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonably. The failure to deliver written notice or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in any way relating to the Indemnitor within a reasonable time after the commencement of circumstances involving such claim) so long as in any such Claimevent, if prejudicial to its ability to defend such action, the Indemnitor shall relieve such Indemnitor of any liability have stated in a writing delivered to the Indemnitee under this Section 13that, but as between the omission so Indemnitor and the Indemnitee, the Indemnitor is responsible to deliver written notice the Indemnitee with respect to such claim to the extent and subject to the limitations set forth herein; provided further that the Indemnitor shall not relieve be entitled to control the Indemnitor defense of any liability claim if in the reasonable opinion of counsel for the Indemnitee there are one or more defenses available to any the Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at which are not available to the Indemnitor’s request . To the extent that the undertaking to indemnify and expensehold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Indemnitor shall provide full information contribute the maximum portion which it is permitted to pay and reasonable assistance satisfy under applicable law, to Indemnitor the payment and its legal representatives with respect to such Claims covered satisfaction of all Indemnified Liabilities incurred by this indemnificationthe Indemnitee for any Indemnitor.

Indemnification Procedure. A Party that intends to claim indemnification seeking indemnity hereunder (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any claim giving rise to an obligation of indemnity hereunder and give the Indemnitor full authority, information and assistance (at the Indemnitor’s expense) for the defense of such claim, complaint, suit, proceeding or cause . Failure of action with respect to which the Indemnitee intends to notify the Indemnitor promptly of the claim shall not be a ground for refusing to provide the indemnity, unless the Indemnitor has been materially prejudiced by such indemnification (for purposes of this Section 13.3delay. In addition to the Indemnitor’s obligation to defend, each a “Claim”), and the Indemnitor shall have sole control pay all damages, settlements, claims, fees, expenses and costs (including, without limitation, legal fees and expenses) (“Damages”) awarded therein against or otherwise incurred by the Indemnitee in connection with any claim. The Indemnitee shall not settle any such claim without the written consent of the Indemnitor, not to be unreasonably delayed or denied. The Indemnitor shall not agree to any settlement of any such claim that does not include a complete release of the Indemnitee from all liability with respect thereto or that imposes any liability, obligation or restriction on the Indemnitee without the prior written consent of the Indemnitee. The Indemnitee may participate in the defense and/or settlement thereof; provided that of any claim through its own counsel, and at its own expense. In the event the Indemnitor fails to perform pursuant to this Section 7.3, the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in assume the control and defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitormatter, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall be fully responsible for all reasonable costs, expenses (including but not relieve limited to reasonable attorneys’ and expert fees), judgment and damages of the Indemnitee incurred in connection therewith and shall indemnify and hold harmless the Indemnitee therefrom. If the Indemnitor of does not defend as required hereunder, the Indemnitee may also withhold any liability payments that would otherwise be due hereunder to cover its out-of-pocket expenses to defend any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationsuit.

Indemnification Procedure. A Party In the event that intends the Company believes that it is entitled to indemnification under the provisions of the Undertaking, it shall deliver to the Escrow Holder a certificate setting forth in reasonable detail (i) the reason for which it claims indemnification, to which certificate shall be attached such documents as the Company has in its possession relating to the claim indemnification (other than privileged documents), (ii) the amount of the Company’s claim and (iii) its calculation of the number of shares of the Company’s Common Stock to which it is entitled to satisfy its claim (the “IndemniteeSeller’s Certificate”). The Escrow Holder shall give notice of said claim to the Seller, transmitting a copy of said certificate with said notice. If the Seller fails, within ten (10) under Business Days after the Seller is given said notice, to deliver to the Escrow holder a written response to said notice, Seller shall have no claim to said shares. If Seller delivers a notice to the Escrow Holder, claiming that the Company is entitled to no shares or a lesser number of shares than the Seller claimed in the Seller’s Certificate, Seller shall be entitled to the number of shares as to which no controversy exists, and, notwithstanding any other provision of this Section 13 Escrow Agreement, the Escrow Holder shall promptly notify not deliver to the Seller certificates representing the shares in controversy until the controversy be resolved by written agreement between the Seller and the Company or a final and unappealable Order shall have been entered. Seller shall maintain custody of any shares to which the Company is entitled until it shall have received (i) a stock power signed by Seller and bearing a Signature Guarantee, transferring said shares to the Company, or (ii) some other Party instrument or Order sufficient for the Company’s transfer agent so to transfer said shares. Upon the Escrow Holder’s receipt of such stock power, instrument or Order, the Escrow Holder shall deliver certificates representing at least the number of shares to which the Company is entitled, together with such stock power, instrument or Order, to said transfer agent, instructing it (i) to issue a certificate representing the number of shares to which the Company is entitled to the Company and deliver it to the Company at its address for notice and (ii) to issue a certificate representing the balance of the shares represented by the certificates so delivered in the name of the Seller and deliver it to the Escrow Holder (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “ClaimBalance Certificate”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. A Party that intends to claim indemnification party (the “Indemnitee”) which intends to claim indemnification under this Section 13 15.0 shall promptly notify the other Party party (the “Indemnitor”) within a reasonable time in writing of any claimaction, complaint, suit, proceeding claim or cause liability in respect of action with respect to which the Indemnitee intends believes it is entitled to claim such indemnification (for purposes of this Section 13.3indemnification, each a “Claim”), and provided that the failure to give timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee to the extent the Indemnitor is not prejudiced thereby. The Indemnitor shall have sole control the right, by notice to the Indemnitee, to assume the defense of any such action or claim within the fifteen (15) day period after the Indemnitor’s receipt of notice of any action or claim with counsel of the Indemnitor’s choice and at the sole cost of the Indemnitor. If the Indemnitor does not so assume the defense and/or settlement thereofof such claim, the Indemnitee may assume such defense with counsel of its choice and at the sole cost of the Indemnitor. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at the sole cost of the Indemnitee. The party not assuming the defense of any such claim shall render all reasonable assistance to the party assuming such defense, and all reasonable out-of-pocket costs of such assistance shall be paid for by the party determined ultimately liable. No such claim shall be settled other than by the party defending the same, and then only with the consent of the other party which shall not be unreasonably withheld; provided that the Indemnitee shall have the right no obligation to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply consent to amounts paid in any settlement of any Claim if such settlement is effected without action or claim which imposes on the consent of Indemnitee any liability or obligation which cannot be assumed and performed in full by the Indemnitor, which and the Indemnitee shall have no right to withhold its consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement any settlement of any such Claim, action or claim if prejudicial to its ability to defend such action, shall relieve such Indemnitor the settlement involves only the payment of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to money by the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and or its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationinsurer.

Indemnification Procedure. A Party that intends to claim To obtain indemnification (the “Indemnitee”) under this Section 13 Agreement, Indemnitee shall submit to the Bank a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Bank shall, promptly notify upon receipt of such a request for indemnification, advise the other Party (the “Indemnitor”) Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of any claim, complaint, suit, proceeding or cause of action with respect Indemnitee to which the Indemnitee intends to claim provide such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice request to the Indemnitor within Bank, or to provide such a reasonable time after the commencement of any such Claimrequest in a timely fashion, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor Bank of any liability that it may have to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13unless, and its employeesto the extent that, at such failure actually and materially prejudices the Indemnitor’s interests of the Bank. Upon any such written request and expenseby Indemnitee for indemnification, shall provide full information and reasonable assistance to Indemnitor and its legal representatives a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case in the manner required by applicable law, including Section 7020 of the Act. Indemnitee shall reasonably cooperate with the person, persons or entity making such Claims covered by determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any written request pursuant to this indemnificationSection 2.3 shall be directed to the General Counsel of the Bank at the address shown on the signature page of this Agreement (or such other address as the Bank shall designate in writing to Indemnitee pursuant to Section 10).

Indemnification Procedure. A Party that intends Purchaser (or Seller, as the case may be) shall notify Sellers (or Purchaser) of any Taxes paid by the Purchaser Group or any member thereof (or Parent Group or any member thereof) which are subject to claim indemnification (the “Indemnitee”) under this Section 13 Article 10. Any notification contemplated by this Article 10 shall promptly notify the other Party include a detailed calculation (the “Indemnitor”including, if applicable, separate allocations of such Taxes between Pre- and Post-Closing Taxable Periods and supporting work papers) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each and a “Claim”), and the Indemnitor shall have sole control brief explanation of the defense and/or settlement thereof; provided that basis for indemnification hereunder. Whenever a notification described in this Article 10 is given, the Indemnitee notified party shall have pay the right to participate, at its own expense, with counsel of its own choosing amount requested in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor notifying party within a reasonable time after twenty (20) days, but only to the commencement of extent that the notified party agrees with such request. To the extent the notified party disagrees with such request, it shall, within twenty (20) days, so notify the notifying party, whereupon the parties shall use their best efforts to resolve any such Claimdisagreement. If the parties cannot resolve such disagreement within 15 days of the date of consultation, if prejudicial Purchaser and Sellers shall jointly select a nationally recognized accounting firm, which has not performed any audit services or acted as a primary tax advisor in the last five years for Purchaser, Sellers or their respective Affiliates (the "Neutral Auditor"), to its ability act as an arbitrator to defend resolve all points of disagreement concerning such actiondispute. If the parties cannot agree on the selection of a Neutral Auditor, then such Neutral Auditor shall relieve such Indemnitor of any liability be selected by the American Arbitration Association. All fees and expenses related to the Indemnitee under work of the Neutral Auditor shall be borne equally by Purchaser and Sellers. To the extent not otherwise provided for in this Section 13Article 10, but the omission so to deliver written notice to the Indemnitor any payment made after such 20 day period shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, include interest at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered Overdue Rate beginning on the date the original notice was given by this indemnificationthe notifying party.

Indemnification Procedure. A Party In the event that intends any legal proceedings shall be instituted or that any claim or demand shall be asserted by any third party in respect of which payment may be sought by a party under the provisions of this Section 6 (referred to in this Section 6 as the "Indemnitee"), the Indemnitee shall promptly cause written notice of the assertion of any claim of which it has knowledge which is covered by this indemnity to be forwarded to the party from which indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party 6 will be sought (the “Indemnitor”) referred to in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”6 as the "Indemnitor"), and the . Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participateright, at its option and at its own expense, with to be represented by counsel of its own choosing in the defense and/or choice who must be reasonably satisfactory to Indemnitee, and to defend against, negotiate, settle or otherwise deal with any proceeding, claim or demand which relates to any loss, liability, damage or deficiency resulting from a third-party claim or demand indemnified against hereunder; provided, however, that no settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected be made without the prior written consent of the IndemnitorIndemnitee, which consent shall not be unreasonably withheld or delayed unreasonablydelayed; and, provided further, that Indemnitee may participate in any such proceeding with counsel of its choice and at its own expense. To the extent Indemnitor elects not to defend such proceeding, claim or demand and Indemnitee defends against, settles or otherwise deals with any such proceeding, claim or demand, which settlement may be made without the consent of Indemnitor, Indemnitee will act reasonably and in accordance with its good faith business judgment and such settlement shall be covered by the indemnification provisions of this Section 6. The failure parties hereto agree to deliver written notice to cooperate fully with each other in connection with the Indemnitor within a reasonable time after the commencement defense, negotiation or settlement of any such Claimlegal proceeding, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationclaim or demand.

Indemnification Procedure. A Party that intends If any written claim is made by any third party against a party to claim indemnification this Agreement for which such party (the “Indemnitee”) under this Section 13 properly seeks indemnification, Indemnitee shall promptly notify the other Party party (the “Indemnitor”) and Indemnitor shall defend against the claim. Such notice will in writing any event be given within a reasonable period of time of becoming aware of any claim against Indemnitee stating the nature and basis of such claim; provided, complainthowever, suitthat any delay or failure to notify Indemnitor of any claim will not relieve it from any liability except to the extent that Indemnitor demonstrates that the defense of such action has been materially prejudiced by such delay or failure. Indemnitor will promptly notify Indemnitee of its intention to assume the defense of such claim. If Indemnitor assumes the defense, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor it shall have sole control of the defense and/or and all related settlement thereof; provided that the negotiations and Indemnitee shall have the right to participateshall, at its own Indemnitor’s sole expense, provide Indemnitor with counsel of its own choosing all reasonable assistance in connection with any claim. Indemnitor shall consult with Indemnitee regarding the defense and shall provide Indemnitee with reasonably requested information. Indemnitor may not settle any claim, suit, or proceeding in which Indemnitee is named or otherwise involved without Indemnitee’s prior written consent, except in the case of a cash settlement payable by Indemnitor in which there is no admission or imposition of fault or liability as to Indemnitee. If Indemnitor does not assume the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimclaim, if prejudicial to its ability to Indemnitee may, at Indemnitor’s expense, defend against such action, shall relieve claim in such Indemnitor of any liability to the manner as Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13may deem appropriate and settle such claim on such terms as it may deem appropriate, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance assert against Indemnitor any rights or claims to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.which Indemnitee is entitled. Distribution Services Agreement – Exhibit B

Indemnification Procedure. A Party that intends to claim indemnification indemnification, on behalf of itself or any of its Affiliates, or any of their respective directors, officers, employees or agents (the each, an “Indemnitee”) ), under this Section 13 Article 10 shall promptly notify the other Party (the “Indemnitor”) in writing of any the applicable claim, complaintprovided, suithowever, proceeding that the failure to give such notice shall not limit or cause otherwise reduce the indemnity provided for in this Agreement except to the extent that failure to give notice materially prejudices the rights of action with respect the Indemnitor. The Indemnitor shall have the right, upon notice to the Indemnitee within [***] after the receipt of any such notice, to undertake the defense, settlement or compromise of such claim, and the failure of the Indemnitor to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnitor’s rights under this Section 10.3 and shall preclude the Indemnitor from disputing the manner in which the Indemnitee intends to claim may conduct the defense of such indemnification (for purposes of this Section 13.3claim. Upon such notice from the Indemnitor, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereofof such claim; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claimclaim. The Indemnitor shall not settle any claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The indemnification obligations of the Parties under this Section 13 Article 10 shall not apply to amounts paid in settlement of any Claim claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13Indemnitee, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to such Claims claims covered by this indemnification.