Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim a Claim (including an Infringement Claim) or claims asserted Loss for which it is seeking indemnification in writing as soon as practicable, together with such further information as is necessary for the Indemnifying Party to evaluate the Claim (including an Infringement Claim) or threatened against Loss to the extent that the Indemnified Party is in possession or has knowledge of such information; provided that could give rise to a right of indemnification under this Agreement, provided however that the failure to give any delay in giving such notice shall not relieve preclude the Indemnified Party from seeking indemnification for an indemnified Claim (including an Infringement Claim) or an indemnified Loss if: (a) such delay has not materially prejudiced the Indemnifying Party Party’s ability to defend the Claim (including an Infringement Claim); and (b) such delay does not materially affect the amount of its indemnity obligation hereunder except to any Losses that are awarded or may be awarded by a court or paid in settlement of the extent that such failure materially prejudices its rights hereunderClaim (including an Infringement Claim). The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to Claim (including an Infringement Claim) qualifying for indemnification pursuant to this Section 11.5and shall regularly consult with the Indemnified Parties and their counsel (and the affected person or entity and its counsel) regarding such defense. However, including the selection Indemnified Parties may participate in such defense through counsel of counseltheir own choosing at the Indemnified Parties’ expense. The Indemnified Party shall keep cooperate with the Indemnifying Party apprised in the defense of any Claim (including an Infringement Claim) qualifying for indemnification, and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith, all material developments with respect to at the claim and promptly provide Indemnifying Party’s expense. In no event shall the Indemnifying Party with copies consent to the entry of all correspondence and documents exchanged by a judgment or enter into any settlement agreement without the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the Parties’ prior written consent, which consent of the Indemnifying Party, such consent shall not to be unreasonably withheld withheld, conditioned, or delayed. The indemnification rights Parties acknowledge that if either Party agrees to pay a third-party any fees pursuant to a contract and such contract is not the result of a Indemnified Party contained in settlement made pursuant to this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Section 12, then the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse is not obligated to indemnify the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***.

Indemnification Procedure. Each PartyPromptly after receipt by a Person entitled to indemnification under Section 9.1 (such Person, as an indemnifying party “Indemnified Person”) of notice of the commencement of any claim, litigation, investigation or proceeding (an “Indemnified Claim”) by any Person other than the Party obligated to provide indemnification under Section 9.1 (such Person, the “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “such Indemnified Party”) orPerson will, if Bayer a claim is to be made hereunder against the Indemnifying PartyParty in respect thereof, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] in writing of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementcommencement thereof; provided, provided however that the failure omission to give such notice shall so notify the Indemnifying Party will not relieve the Indemnifying Party of its indemnity obligation from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure materially prejudices its rights hereunderfailure. The Indemnifying Party shall be permitted to control In case any litigation or potential litigation involving the defense of such Indemnified Claims are brought against any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep Person and it notifies the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide commencement thereof, the Indemnifying Party 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 copies of all correspondence 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 documents exchanged by the Indemnified Indemnifying Party and the opposing party(ies) based on advice of such Indemnified Person’s counsel there are legal defenses available to such litigation. The Indemnified Party may not compromise Person that are different from or settle such litigation without the prior written consent of additional to those available to the Indemnifying Party, such consent Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election so to assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to be unreasonably withheld or delayed. The indemnification rights such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of a investigation) unless (w) such Indemnified Party contained in this Agreement are Person shall have employed separate counsel (in addition to all other rights which any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Party may have at law or Claims (in equity or otherwise. The 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), (x) the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of any claim hereunder or will reimburse commencement of the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after Claims, (y) the Indemnifying Party’s Party shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not reasonably cured within fifteen (15) Business Days of receipt of invoices such notice, or (z) the Indemnifying Party shall have authorized in writing the employment of counsel for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnified Person.

Indemnification Procedure. Each PartyA party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, as an indemnifying damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (an “Indemnifying Party”)the "Indemnitor") of the assertion of a claim for indemnification, shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities but in a manner no event longer than (i) that imposes any restrictions thirty (30) days after service of process in the event litigation is commenced against the Indemnitee by a third party, or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is sixty (60) days after the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentassertion of such claim. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give No such notice of assertion of a claim shall not relieve satisfy the Indemnifying Party requirements of its indemnity obligation hereunder except to this Section 8.12 unless it describes in reasonable detail and in good faith the extent that such failure materially prejudices its rights hereunderfacts and circumstances upon which the asserted claim for indemnification is based. The Indemnifying Party If any action or proceeding shall be permitted brought in connection with any liability or claim to control any litigation be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or potential litigation involving claim. During such period, the defense Indemnitee shall take all necessary steps to protect the interests of any claim subject to indemnification pursuant to this Section 11.5itself and the Indemnitor, including the selection filing of counselany necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnified Party Indemnitor shall keep (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the Indemnifying Party apprised of all material developments with respect to the insurance company insuring against any such claim and promptly provide the Indemnifying Party with copies of all correspondence undertaking to defend such claim, or by other counsel selected by it and documents exchanged approved by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may Indemnitee, which approval shall not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights Indemnitor shall keep the Indemnitee fully apprised at all times of a Indemnified Party contained in this Agreement are in addition the status of the defense and shall consult with the Indemnitee prior to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim hereunder or will reimburse claims against any third party growing out of or connected with the Indemnified Party for all documented Third Party Liabilities incident indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the defense Indemnitor the entire claim or negotiation claims to the extent of any the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim within […***…] after or claims of the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnitee.

Indemnification Procedure. Each Party, If a Fujifilm Indemnitee or Alder Indemnitee (the “Indemnitee”) intends to claim indemnification under Section 15.1 or Section 15.2 (as an indemnifying party (an “Indemnifying Party”applicable), it shall not promptly notify the other Party (the “Indemnitor”) in writing of such alleged liability. The Indemnitor shall have the right to full control of the defense and settlement thereof with counsel of its choice as long as such counsel is reasonably acceptable to Indemnitee; provided, however, that any Indemnitee shall have the right to 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 permitted [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. inappropriate due to settle actual or compromise potential differing interests between such Indemnitee and any claim other Party reasonably represented by such counsel in such proceeding. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation, defense and settlement of any liability covered by Section 15.1/15.2, provided that no settlement shall include an admission of fault, liability or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations financial obligation on the indemnified party (an “part of the Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, parties without the other Party’s their prior written consent, (ii) if Bayer is which consent shall not be withheld or delayed unreasonably. The obligations of the Indemnifying Party, that grants any rights Indemnitor to the Licensed Technology or Licensed GT Products other than those Bayer has Indemnitee under Section 15.1/15.2 are expressly conditioned on the right to grant under this Agreement without Dimension’s prior written consent, or following: (iiia) if Dimension is that the Indemnifying Party, that grants Indemnified parties do not make any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] admission in respect of becoming aware of any such claim or claims asserted suit or threatened against the Indemnified Party that could give rise take any action prejudicial to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any such claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation suit without the prior written consent of the Indemnifying PartyIndemnitor, such consent which shall not to be unreasonably withheld (provided that this condition shall not be treated as breached by any statement properly made by any Party in connection with the operation of its internal complaint procedures, accident reporting procedures or delayeddisciplinary procedures, or where such a statement is required by law); and (b) that the indemnified parties do not enter into any settlement or resolution of such claim or suit or part thereof without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The indemnification rights obligations of a Indemnified Party contained the Indemnitor to the Indemnitee under Section 15.1/15.2 shall not apply to amounts paid in this Agreement are in addition to all settlement of any claim, demand, action or other rights proceeding if such settlement is effected without the consent of the Indemnitor, which such Indemnified Party may have at law consent shall not be withheld or in equity or otherwisedelayed unreasonably. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident failure to deliver written notice to the defense or negotiation Indemnitor within a reasonable time after the commencement of any such action, shall, to the extent prejudicial to its ability and rights to defend or settle such action, relieve the Indemnitor of any obligation to the Indemnitee under Section 15.1/15.2. It is understood that only Fujifilm and Alder may claim within […***…] after the Indemnifying Party’s receipt indemnity under Section 15.1/15.2 (on its own behalf or on behalf of invoices for such fees, expensesits Indemnitees), and charges. *** Confidential Treatment Requested ***other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. Each If either Party is seeking indemnification under Sections 13.1 or 13.2 (the “Indemnified Party”), as an indemnifying party it shall inform the other Party (an the “Indemnifying Party”) of the Claim giving rise to the obligation to indemnify pursuant to such Section within [***] after receiving written notice of the Claim (it being understood and agreed, however, that the failure or delay by an Indemnified Party to give such notice of a Claim shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure or delay to give notice). The Indemnifying Party shall have the right to assume the defense of any such Claim for which it is obligated to indemnify the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party and the Indemnifying Party’s insurer as the Indemnifying Party may reasonably request, and at the Indemnifying Party’s cost and expense. The Indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the Indemnifying Party. Neither Party shall have the obligation to indemnify the other Party in connection with any settlement made without the Indemnifying Party’s written consent, which consent shall not be permitted unreasonably withheld, conditioned or delayed. The Indemnifying Party may not enter into any compromise or settlement unless (a) such compromise or settlement imposes only a monetary obligation on the Indemnifying Party and includes as an unconditional term thereof, the giving by each claimant or plaintiff to settle the Indemnified Party of a release from all liability in respect of such claim; or (b) the Indemnified Party consents to such compromise any claim or action giving rise to Third Party Liabilities in a manner settlement, which consent will not be unreasonably withheld, conditioned or delayed unless such compromise or settlement involves (i) that imposes any restrictions or obligations on admission of legal wrongdoing by the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer any payment by the Indemnified Party that is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant not indemnified under this Agreement without Dimension’s prior written consentAgreement, or (iii) the imposition of any equitable relief against the Indemnified Party. If the Indemnifying Party does not elect to assume control of the defense of a claim or if Dimension a good faith and diligent defense, in the Indemnified Party’s reasonable opinion, is not being or ceases to be materially conducted by the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The the Indemnified Party shall notify will have the right, at the expense of the Indemnifying Party within to the extent reasonable and documented, upon at least […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise prior written notice to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except intent to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted do so, to control any litigation or potential litigation involving undertake the defense of any such claim subject to indemnification pursuant to this Section 11.5, including for the selection account of counsel. The the Indemnifying Party (with counsel reasonably selected by the Indemnified Party shall and approved by the Indemnifying Party, such approval not to be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party will keep the Indemnifying Party apprised of all material developments with respect to such claim. If the claim and promptly provide Parties cannot agree as to the Indemnifying Party with copies application of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) Section 13.1 or 13.2 as to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent any Claim, pending resolution of the Indemnifying Partydispute pursuant to Section 17.5, the Parties may conduct separate defenses of such consent not Claims, with each Party retaining the right to be unreasonably withheld Claim indemnification from the other Party in accordance with Section 13.1 or delayed. The indemnification rights 13.2 upon resolution of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***underlying Claim.

Indemnification Procedure. Each PartyA party seeking indemnification ------------------------- (the "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, as an indemnifying party (an “Indemnifying Party”)damages, shall not deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification; provided, provided however however, that the Indemnitee's failure to give such notice notify the Indemnitor shall not relieve excuse the Indemnifying Party of its indemnity Indemnitor's obligation hereunder to indemnify the Indemnitee except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the Indemnitor's defense of any such claim. No such notice of assertion of a claim subject to indemnification pursuant to shall satisfy the requirements of this Section 11.511 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the selection filing of counselany necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnified Party Indemnitor shall keep (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the Indemnifying Party apprised of all material developments with respect to the insurance company insuring against any such claim and promptly provide the Indemnifying Party with copies of all correspondence undertaking to defend such claim, or by other counsel selected by it and documents exchanged approved by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may Indemnitee, which approval shall not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights Indemnitor shall keep the Indemnitee fully apprised at all times of a Indemnified Party contained in this Agreement are in addition the status of the defense and shall consult with the Indemnitee prior to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim hereunder or will reimburse claims against any third party growing out of or connected with the Indemnified Party for all documented Third Party Liabilities incident indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the defense Indemnitor the entire claim or negotiation claims to the extent of any the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim within […***…] after or claims of the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnitee.

Indemnification Procedure. Each PartySubject to the limitations set forth in this Article VIII, as promptly after receipt by an indemnifying party (an “Indemnifying Party”)Indemnified Person of written notice of the commencement of any claim, shall not be permitted to settle challenge, litigation, investigation or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party proceeding (an “Indemnified PartyClaim”) or), such Indemnified Person will, if Bayer a claim is to be made hereunder against the Indemnifying PartyParty in respect thereof, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] promptly in writing, and in any case no later than fifteen (15) Business Days after receipt by an Indemnified Person of becoming aware of any claim or claims asserted or threatened against such written notice; provided, that (a) the Indemnified omission to so notify the Indemnifying Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall will not relieve the Indemnifying Party of its indemnity obligation from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted and (b) the omission to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep so notify the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Agreement. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, at its election (by providing written notice to such Indemnified Person), the Indemnifying Party will be entitled to assume the defense thereof, with copies of all correspondence 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 documents exchanged by the Indemnified Indemnifying Party and the opposing party(ies) based on advice of such Indemnified Person’s counsel there are legal defenses available to such litigation. The Indemnified Party may not compromise Person that are different from or settle such litigation without the prior written consent of additional to those available to the Indemnifying Party, such consent Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice by the Indemnifying Party to from the Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to be unreasonably withheld such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or delayed. The indemnification rights participation therein (other than reasonable documented out-of-pocket costs of a investigation) unless (i) such Indemnified Party contained in this Agreement are Person shall have employed separate counsel (in addition to all other rights which any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Party may have at law or Claims (in equity or otherwise. The addition to one local counsel in each jurisdiction in which local counsel is required)), (ii) the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the shall not have employed counsel reasonably acceptable to such Indemnified Party for all documented Third Party Liabilities incident Person to the defense or negotiation of any represent such claim Indemnified Person within […***…] a reasonable time after the Indemnifying Party’s Party has received notice of commencement of the Indemnified Claims from, or delivered on behalf of, the Indemnified Person, (iii) after the Indemnifying Party assumes the defense of the Indemnified Claims, the Indemnified Person determines in good faith that the Indemnifying Party has failed or is failing to defend such claim and provides written notice of such determination and the basis for such determination, and such failure is not reasonably cured within ten (10) Business Days following receipt of invoices such notice by the Indemnifying Party, or (iv) the Indemnifying Party shall have authorized in writing the employment of counsel for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnified Person.

Indemnification Procedure. Each Party, as an indemnifying Any party (an “Indemnifying Party”), shall not be permitted entitled to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party indemnification under this Article 6 (an “Indemnified Party”) orwill give written notice to the Company of any matter giving rise to a claim for indemnification; provided, if Bayer that the failure of any Indemnified Party hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 6 except to the extent that the Company is actually prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against the Indemnifying Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Company a conflict of interest between it and the Indemnified Party exists with respect to such action, proceeding or claim (in which case the Indemnified Party shall be responsible for the reasonable fees and expenses of one separate counsel for the indemnified parties), to assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will contest such a claim for indemnification hereunder, on ReGenX or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing, such person of its licensors under election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Existing LicensesIndemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall cooperate fully with the Company in connection with any negotiation or defense of any such action or claim by the Company and shall furnish to the Company all information reasonably available to the Indemnified Party which relates to such action or claim. The Company shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The Company shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent. Notwithstanding anything in this Article 6 to the contrary, the Company shall not, without the other Indemnified Party’s prior written consent, (ii) if Bayer is settle or compromise any claim or consent to entry of any judgment in respect thereof which imposes any future obligation on the Indemnifying PartyIndemnified Party or which does not include, that grants any rights as an unconditional term thereof, the giving by the claimant or the plaintiff to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentIndemnified Party of a release from all liability in respect of such claim. The indemnification obligations to defend the Indemnified Party required by this Article 6 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall notify the Indemnifying Party within […***…] refund such moneys if it is ultimately determined by a court of becoming aware competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of any claim action or claims asserted or threatened against similar rights of the Indemnified Party that could give rise against the Company or others, and (b) any liabilities the Company may be subject to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except pursuant to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***law.

Indemnification Procedure. Each PartyIf the Indemnification Claim does not involve a Third-Party Claim and is disputed by the Indemnitor, as an indemnifying party (an “Indemnifying Party”), the parties shall not be permitted first use good faith efforts to settle or compromise any claim or action giving rise to Third Party Liabilities resolve such matter in a manner reasonably acceptable to the parties. If the parties are unable to revolve such dispute within sixty (60) days thereafter, the dispute shall be resolved by litigation or other means of alternative dispute resolution as the parties may agree in writing. If the Indemnification Claim involves a Third-Party Claim, the Indemnitor shall have the right (but not the obligation) to assume the defense of such Third-Party Claim, at its cost and expense, and shall use good faith efforts consistent with prudent business judgment to defend such Third-Party Claim, provided that (i) that imposes any restrictions or obligations on the indemnified party counsel for the Indemnitor who shall conduct the defense of the Third-Party Claim shall be reasonably satisfactory to the Indemnitee (an “Indemnified Party”) orunless selected by Indemnitor’s insurance company, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consentin which case Indemnitee shall have no such approval rights), (ii) if Bayer is the Indemnifying PartyIndemnitee, that grants any rights to at its cost and expense, may participate in, but shall not control, the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consentdefense of such Third-Party Claim, or and (iii) if Dimension is the Indemnifying PartyIndemnitor shall not, that grants without the written consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed), enter into any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentsettlement or other agreement which requires any performance by the Indemnitee, other than the payment of money which shall be paid by the Indemnitor. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice Indemnitee shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control enter into any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments settlement agreement with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation Indemnification Claim, without the Indemnitor’s prior written consent of (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnifying Party, such consent Indemnitor elects not to be unreasonably withheld assume the defense of such Third-Party Claim, the Indemnitee shall have the right to retain the defense of such Third-Party Claim and shall use good faith efforts consistent with prudent business judgment to defend such Third-Party Claim in an effective and cost-efficient manner. Notwithstanding anything to the contrary in this Agreement, the Indemnitee shall have no right to indemnification against the Indemnitor for any Indemnification Claim which (i) does not involve a Third-Party Claim but is disputed by Indemnitor until such time as such dispute is resolved by written agreement or delayed. The indemnification rights by a final, non-appealable order of court of competent jurisdiction or (ii) which involves a Third-Party Claim until such time as such Third-Party Claim is concluded, including any appeals with respect thereto in the case of a Indemnified Party contained claim in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***litigation.

Indemnification Procedure. Each PartyMannatech agrees to inform Wellness promptly of any claim, as an indemnifying action, loss, damage, expense or liability suffered by it for any breach of this Agreement on the part of Wellness asserted by Mannatech or a third party. If the manufacture, sale or use of the Water Technology pursuant to this Agreement or any alleged or potential infringement of Water Technology or other breach of this Agreement results in any claim, suit or proceeding by any third party against Mannatech (an or its Affiliates) for which Mannatech asserts a claim to indemnification hereunder, Mannatech shall promptly notify Wellness in writing setting forth the facts of such claim in reasonable detail. Wellness (the “Indemnifying PartyIndemnitor”)) shall have the right and obligation to defend of any such claim, suit or proceeding, at its own expense, shall not be permitted engage counsel reasonably satisfactory to settle or compromise any claim or action giving rise Mannatech to Third Party Liabilities in a manner assume the investigation and defense of the claim; provided, however: (i) the Indemnitor shall not enter into any settlement that imposes makes any restrictions admission or obligations on concession in relation to the Product or the Confidential Information of the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying PartyMannatech (“Indemnitee”); and (ii) if the Indemnitor fails to timely assume such defense, the Indemnitee shall have the right to assume and control the defense. The Indemnitor shall keep the Indemnitee reasonably informed of all material developments in connection with any such consent claim, suit or proceeding. The Indemnitee agrees to render such reasonable assistance as the Indemnitor may request, at the full cost and expense of the Indemnitor. The Indemnitee may participate in any such proceeding by counsel of its own choice at its own expense. The Indemnitor shall not to settle any claim, action or proceeding for which indemnification is or may be sought without the Indemnitee’s prior written approval, which shall not be unreasonably withheld or delayed. The This indemnification rights shall not apply: (i) if Indemnitee fails to give the Indemnitor prompt notice of a Indemnified Party contained in this Agreement are in addition claim as required above and such failure materially prejudices the Indemnitor; or (ii) unless the Indemnitor is given the opportunity to all other rights approve any settlement, which such Indemnified Party may have at law or in equity or otherwiseapproval shall not be unreasonably withheld. The Indemnifying Party will pay directly all Third Party Liabilities incurred Furthermore, the Indemnitor shall only be responsible for defense or negotiation the legal fees and litigation expenses of the attorneys it designates to assume control of the litigation. In no event shall the Indemnitor assume responsibility for legal fees and litigation expenses of attorneys hired by Mannatech to defend any claim hereunder or will reimburse covered hereunder, unless the Indemnified Party for all documented Third Party Liabilities incident Indemnitor fails to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***perform its obligations hereunder.

Indemnification Procedure. Each PartyWith respect to any third-party claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an indemnifying party Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between it and the Indemnified Party exists with respect to such action, proceeding or claim (an “Indemnifying Party”in which case the Company shall be responsible for the reasonable fees and expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such Person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall not be permitted losses subject to indemnification hereunder. The Company shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 5 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or action giving rise consent to Third Party Liabilities entry of any judgment in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentrespect thereof. The indemnification obligations to defend the Indemnified Party required by this Article 5 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall notify the Indemnifying Party within […***…] refund such moneys if it is ultimately determined by a court of becoming aware competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of any claim action or claims asserted or threatened against similar rights of the Indemnified Party that could give rise against the Company or others, and (b) any liabilities the Company may be subject to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except pursuant to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***law.

Indemnification Procedure. Each PartyThe Indemnified Party shall use its best efforts to minimize any liabilities, as an indemnifying party (an “Indemnifying Party”)damages, shall not deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentsought hereunder. The Indemnified Party shall notify give written notice to the Indemnifying Party Indemnitor within […***…] the earlier of becoming aware ten (10) days of any claim or claims asserted or threatened against receipt of written notice to the Indemnified Party that could or thirty (30) days from discovery by the Indemnified Party of any matters which may give rise to a right of claim for indemnification or reimbursement under this Agreement, provided however that the . The failure to give such notice shall not relieve affect the Indemnifying right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of its indemnity obligation hereunder except the Indemnitor; provided that in any event such notice shall have been given prior to the extent expiration of the Survival Period. At any time after ten (10) days from the giving of such notice, the Indemnified Party may, at its option, resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from the Indemnitor that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted the Indemnitor intends, at the Indemnitor's sole cost and expense, to control any litigation or potential litigation involving assume the defense of any claim subject such matter, in which case the Indemnified Party shall have the right, at no cost or expense to indemnification pursuant the Indemnitor, to this Section 11.5participate in such defense. If the Indemnitor does not assume the defense of such matter, including and in any event until the selection Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of counselthe Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain the Indemnitor's prior written consent to any payment or settlement of any such claim. The Indemnitor shall keep the Indemnified Party fully apprised at all times as to the status of the defense. If the Indemnitor does not assume the defense, the Indemnified Party shall keep Indemnitor apprised at all times as to the Indemnifying status of the defense. Following indemnification as provided for hereunder, the Indemnitor shall be subrogated to all rights of the Indemnified Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise third parties, firms or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident corporations relating to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices matter for such fees, expenses, and charges. *** Confidential Treatment Requested ***which indemnification has been made.

Indemnification Procedure. Each (a) The party seeking indemnification under this Agreement (the "Indemnified Party, as an indemnifying ") shall promptly notify the party from which indemnification is being sought (an “the "Indemnifying Party”") of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Notices"). The Indemnification Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Section 9.03; ---- provided, however, that the failure to provide such Notice of claims -------- ------- promptly (so long as a notice of claims is given before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any third-party claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the defense of such claim within 10 days following notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that Stockholders shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving take over the defense of any claim subject to brought by any customer or supplier of the Business against any member of Buyers' Indemnified Group for which indemnification is available pursuant to this Section 11.5Article IX, including the selection and such member of counsel. The Buyers' Indemnified Party Group shall keep the Indemnifying Party apprised defend such claim; provided, further, that such member of all material developments with respect to the Buyers' Indemnified Group shall not settle or otherwise dispose of such claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying PartyStockholders, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The If the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse makes such an election, (x) it shall keep the Indemnified Party for all documented Third Party Liabilities incident informed as to the defense status of such matter and shall promptly send copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or negotiation portions of any claims seeking monetary damages only, to settle or otherwise dispose of such claim within […***…] after on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition shall be required if such settlement or disposition shall result in any liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and (z) the Indemnified Party shall have the right to participate jointly in the defense of such claim, but shall do so at its own cost not subject to reimbursement under Section 9.02. If the ---- Indemnifying Party does not elect to take over the defense of a third-party claim, the Indemnified Party shall have the right to contest, compromise or settle such claim in the exercise of its reasonable judgment; provided, however, that the consent of the Indemnifying Party to any compromise or settlement of such claim shall be required if such compromise or settlement shall result in any liability to the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***which consent shall not be unreasonably withheld or delayed.

Indemnification Procedure. Each (a) The party seeking indemnification under this Agreement (the "Indemnified Party, as an indemnifying ") shall promptly notify the party from which indemnification is being sought (an “the "Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner ") (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer indemnification is sought pursuant to the Indemnifying PartyEscrow Agreement, on ReGenX the Representative and the Escrow Agent) of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in all events be considered prompt if given (1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii2) if Bayer is the Indemnifying Partyearlier, that grants any rights in sufficient time to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify allow the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under exercise its rights pursuant to this AgreementArticle VIII; provided, provided however however, that the failure to give provide such Notice of claims promptly (so long as a notice of claims is given before the date on which the applicable representation or warranty ceases to survive) shall not relieve affect the obligations of the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderthe Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any third-party claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect (the "Election") to take over the defense of such claim within 10 business days following Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that theglobe shall be permitted permitted, at its option, to control any litigation or potential litigation involving require that the Sellers shall not take over the defense of any claim subject to brought by any Person with which theglobe or the Surviving Corporation has a material business relationship against any member of theglobe Indemnified Group for which indemnification is available pursuant to this Section 11.5Article VIII, including and upon exercise of such option such member of theglobe Indemnified Group shall defend such claim, subject to the selection following conditions: (i) the Sellers shall be entitled, in their discretion and at their expense, to engage counsel and to participate in any discussions, meetings, negotiations and other communications which may be held or conducted between such member of theglobe Indemnified Group and such customer or supplier, or their respective counsels, with respect to such claim; (ii) such member of theglobe Indemnified Group shall consult with the Representative before making or communicating to such customer or supplier, or its counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments , any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of theglobe Indemnified Group shall not settle or otherwise dispose of such claim and promptly provide without the consent of the Representative. If the Indemnifying Party with makes an Election, (x) it shall keep the Indemnified Party informed as to the status of the applicable matter and shall send promptly copies of all correspondence and documents exchanged by pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party and to the opposing party(ies) settlement or disposition shall be required if such settlement or disposition shall result in or would reasonably be expected to such litigation. The result in any Liability to, equitable relief against or adverse business effect on the Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse , and (z) the Indemnified Party for all documented Third Party Liabilities incident shall have the right to participate jointly in the defense of such claim, but shall do so at its own cost not subject to reimbursement. If the Indemnifying Party does not elect to take over the defense of a third-party claim, the Indemnified Party shall have the right to contest, compromise or negotiation of any settle such claim within […***…] after in the Indemnifying Party’s receipt exercise of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***its reasonable judgment.

Indemnification Procedure. Each Party, as an indemnifying Any party seeking indemnification or reimbursement for Claims hereunder (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer shall as promptly as practical notify the party from which such indemnification is sought (the “Indemnifying Party”) of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification or reimbursement hereunder; provided, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Partyhowever, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The failure of an Indemnified Party shall so to notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder from any liability under this Agreement to the Indemnified Party with respect to such Claim except to the extent the Indemnifying Party is actually prejudiced or damaged by the failure to receive timely notice. In the event of any claims for indemnification or reimbursement, the Indemnifying Party, at its option, may assume (with legal counsel reasonably acceptable to the Indemnified Party) the defense of any claim, demand, lawsuit or other proceeding brought against the Indemnified Party, which claim, demand, lawsuit or other proceeding may give rise to the indemnity or reimbursement obligation of the Indemnifying Party hereunder, and may assert any defense of any party; provided, however, that such failure materially prejudices the Indemnified Party shall have the right at its rights own expense to participate jointly with the Indemnifying Party in the defense of any claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party claims indemnification or reimbursement hereunder. The If the claim or demand is asserted against both the Indemnifying Party and the Indemnified Party and based on the advice of counsel reasonably satisfactory to the Indemnifying Party it is determined that there is a conflict of interest which renders it inappropriate for the same counsel to represent both the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be permitted to control any litigation or potential litigation involving responsible for paying separate counsel for the defense of any claim subject to indemnification pursuant to this Section 11.5Indemnified Party; provided, including the selection of counsel. The Indemnified Party shall keep however, that the Indemnifying Party apprised shall not be responsible for paying for more than one separate firm of attorneys to represent all material developments with respect of the Indemnified Parties, regardless of the number of Indemnified Parties. Notwithstanding the right of an Indemnified Party so to the claim and promptly provide participate, the Indemnifying Party with copies shall have the sole right to settle or otherwise dispose of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise claim, demand, lawsuit or settle other proceeding on such litigation without the prior written consent of terms as the Indemnifying Party, in its sole discretion, shall deem appropriate with respect to any issue involved in such consent not claim, demand, lawsuit or other proceeding as to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The (i) the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse shall have acknowledged the obligation to indemnify the Indemnified Party hereunder and (ii) the settlement is solely for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***cash.

Indemnification Procedure. Each PartyWith respect to any third-party claims giving rise to a claim for indemnification, the Indemnified Party will give written notice to the Company of such third party claim; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Article 5 except to the extent that the Company is actually materially prejudiced by such failure to give notice. In case any such action, proceeding or claim is brought against an indemnifying party Indemnified Party in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party an actual conflict of interest between it and the Company exists with respect to such action, proceeding or claim (an “Indemnifying Party”in which case the Company shall be responsible for the reasonable fees and expenses of one separate counsel for the Indemnified Parties), to assume the defense thereof with counsel satisfactory to the Indemnified Party. In the event that the Company advises an Indemnified Party that it will not contest such a claim for indemnification hereunder, or fails, within 10 days of receipt of any indemnification notice to notify, in writing, such person or entity of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall not be permitted losses subject to indemnification hereunder. The Company shall keep the Indemnified Party fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnified Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. Notwithstanding anything in this Article 5 to the contrary, the Company shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or action giving rise consent to Third Party Liabilities entry of any judgment in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentrespect thereof. The indemnification obligations to defend the Indemnified Party required by this Article 5 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnified Party shall notify the Indemnifying Party within […***…] refund such moneys if it is ultimately determined by a court of becoming aware competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of any claim action or claims asserted or threatened against similar rights of the Indemnified Party that could give rise against the Company or others, and (b) any liabilities the Company may be subject to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except pursuant to the extent that such failure materially prejudices its rights hereunderlaw. The Indemnifying Party In no event shall the Company be permitted required to control indemnify any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation its willful breach of any such claim within […***…] after of the Indemnifying Party’s receipt Transaction Documents as determined by a court of invoices for such fees, expenses, competent jurisdiction pursuant to a final and charges. *** Confidential Treatment Requested ***non-appealable order.

Indemnification Procedure. Each In the event that any claim is made or asserted against a party entitled to indemnification under this Agreement (the "Indemnified Party, as an indemnifying party (an “Indemnifying Party”"), the Indemnified Party shall with reasonable promptness notify the other Party with an indemnification obligation (the 71ndemnifying Party") of such claim (the "Claim Notice"), specifying the nature of such claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on conclusive of the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] final amount of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderclaim). The Indemnifying Party shall be permitted have 30 days from the receipt of the Claim Notice (the "Notice Period") to control any litigation or potential litigation involving notify the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep (i) whether or not the Indemnifying Party apprised of all material developments disputes liability to the Indemnified Party hereunder with respect to the such claim and promptly provide (ii) if the Indemnifying Party with copies of all correspondence does not dispute such liability, whether or not the Indemnifying Party desires, at the sole cost and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent expense of the Indemnifying Party, to defend against such consent not to be unreasonably withheld or delayed. The indemnification rights of a claim, provided that the Indemnified Party contained is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading and to take any other action that the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party's interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party's obligation to indemnify hereunder and desires to defend against such claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided that, unless the Indemnified Party otherwise agrees in this Agreement are writing, the Indemnifying Party may not settle any matter (in addition whole or in part) unless such settlement includes a complete and unconditional release of the Indemnified Party. If the Indemnified Party desires to all other rights which participate in, but not control, any such defense or settlement the Indemnified Party may have do so at law or in equity or otherwiseits sole cost and expense. The If the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse elects not to defend the Indemnified Party for all documented Third against such Claim, whether by not giving the Indemnified Party Liabilities incident to timely notice as provided above or otherwise, then, without waiving any rights against the defense Indemnifying Party, the Indemnified Party may settle or negotiation of defend against any such claim within […***…] after or demand in the Indemnified Party's sole discretion and, if it is ultimately determined that the Indemnifying Party’s receipt Party is responsible therefore under this Section 5, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of invoices for any settlement or judgment and all indemnifiable costs and expenses of the Indemnified Party with respect thereto, including, without limitation, interest from the date such fees, expenses, costs and charges. *** Confidential Treatment Requested ***expenses were incurred.

Indemnification Procedure. Each PartyWithin 10 days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to in Section 8.1 or Section 8.2, as such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party (an “Indemnifying Party”)party, shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior give written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights notice to the Licensed Technology or Licensed GT Products other than those Bayer has latter of the right to grant under this Agreement without Dimension’s prior written consentcommencement of such action; provided, or (iii) if Dimension is the Indemnifying Partyhowever, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure of any indemnified party to give such notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its indemnity obligation hereunder obligations under Section 8.1 or Section 8.2 except to the extent that the indemnifying party is actually prejudiced by such failure materially prejudices to give notice. In case any such action or proceeding is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel Registration Rights Agreement reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its rights hereunder. The Indemnifying Party shall election so to assume the defense thereof, the indemnifying party will not be permitted liable to control such indemnified party for any litigation legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment an actual or potential litigation involving conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 8.1, more than one counsel (in addition to any local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 8.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel (in addition to any claim subject to indemnification pursuant to this Section 11.5, including the selection of local counsel. The Indemnified Party shall keep the Indemnifying Party apprised of ) for all material developments parties indemnified by such indemnifying party with respect to such claim, unless in the claim reasonable judgment of any indemnified party an actual or potential conflict of interest may exist between such indemnified party and promptly provide the Indemnifying Party any other of such indemnified parties with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) respect to such litigationclaim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The Indemnified Party may not compromise or settle such litigation indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation entry of any claim judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding. Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights set forth above, in any event any indemnified party will reimburse have the Indemnified Party for all documented Third Party Liabilities incident right to retain, at its own expense, counsel with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***a claim.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer Licensor is the Indemnifying Party, on ReGenX or its licensors under the Existing Licensesany REGENXBIO Licensor, without the other Party’s prior written consent, (ii) if Bayer Licensee is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer Licensee has the right to grant under this Agreement without DimensionLicensor’s prior written consent, or (iii) if Dimension Licensor is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer Licensee under this Agreement without BayerLicensee’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.58.4, including the selection of counsel, with the reasonable approval of the Indemnified Party. The Indemnified Party shall keep the If an Indemnifying Party apprised fails or declines to assume the defense of all material developments with respect to the any such claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by or action within [*] after notice thereof, then the Indemnified Party may assume the defense of such claim or action at the cost and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent risk of the Indemnifying Party, such consent not to and any Third Party Liabilities related thereto shall be unreasonably withheld or delayedconclusively deemed a Third Party Liability of the Indemnifying Party. The indemnification rights of a an Indemnified Party contained in this Agreement are in addition to all other rights which that such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***.

Indemnification Procedure. Each Party, as an indemnifying If a Claim by a third party (an “Indemnifying Party”), shall not be permitted to settle is made against one of the Customer Indemnified Persons or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on one of the indemnified party Supplier Indemnified Persons (an “Indemnified Party”) or), and if Bayer is such Party intends to seek indemnity with respect thereto under this Section 11, such Indemnified Party shall promptly notify Supplier or Customer, as the Indemnifying case may be (the “Indemnitor”), of such Claims. The Indemnitor shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with it in connection therewith; provided that the Indemnitor shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party, on ReGenX or its licensors under however, the Existing Licensesfees and expenses of such counsel shall be borne by such Indemnified Party. So long as the Indemnitor, without at the other PartyIndemnitor’s prior written consentcost and expense, (i) has undertaken the defense of, and assumed full indemnification responsibility with respect to, such Claim, (ii) if Bayer is reasonably contesting such Claim in good faith, by appropriate proceedings, and (iii) has taken such action (including the Indemnifying Partyposting of a bond, that grants deposit or other security) as may be necessary to prevent any rights action to foreclose a lien against or attachment of the Licensed Technology property of the Indemnified Party for payment of such Claim, the Indemnified Party shall not pay or Licensed GT Products other than those Bayer has settle any such Claim. Notwithstanding compliance by the Indemnitor with the preceding sentence, the Indemnified Party shall have the right to grant under this Agreement without Dimensionpay or settle any such Claim, provided that in such event it shall waive any right to indemnity therefor by the Indemnitor for such Claim. If, within 30 days after the receipt of the Indemnified Party’s prior written consentnotice of a Claim of indemnity hereunder, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall Indemnitor does not notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise it elects, at the Indemnitor’s cost and expense, to a right of indemnification under undertake the defense thereof and assume full responsibility for all liabilities with respect thereto imposed on it by this AgreementSection 11, provided however that the failure to give or gives such notice and thereafter fails to contest such Claim in good faith or to prevent action to foreclose a lien against or attachment of the Indemnified Party’s property as contemplated above, the Indemnified Party shall have the right to contest, settle or compromise the Claim but shall not relieve the Indemnifying Party of its thereby waive any right to indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification therefor pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Agreement.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party seeking indemnification shall give the Company prompt written notice of any claim, assertion, event or proceeding concerning any liability or damage as to which the Indemnified Parties may request indemnification from the Company hereunder; provided, however, that any failure by any Indemnified Party to notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice Company shall not relieve the Indemnifying Party of Company from its indemnity obligations hereunder, or from any other obligation hereunder except or liability that the Company may have to the extent that Indemnified Parties other than under this Section 7. Upon written notice to the Indemnified Parties given by the Company after receipt of notice of any such failure materially prejudices action or proceeding, the Company may assume the defense thereof at its rights hereunder. The Indemnifying Party own expense with counsel chosen by the Company; provided, however, counsel retained by the Company shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5the prior approval of the Indemnified Parties. Notwithstanding the foregoing, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying any action, suit, proceeding or investigation to which any Indemnified Party with copies of all correspondence and documents exchanged by is also a party, the Indemnified Party and Parties may assume the opposing party(ies) defense thereof with counsel chosen by them, at the expense of the Company. In the circumstances referred to in the immediately preceding sentence, if the Indemnified Parties do not assume such litigation. The Indemnified Party may not compromise or settle such litigation defense, the Company shall not, without the prior written consent of the Indemnifying PartyIndemnified Parties, such settle or compromise any claim, or permit a default or consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the entry of any claim hereunder judgment in respect thereof, unless such settlement, compromise or will reimburse consent includes, as an unconditional term thereof, the giving by the claimant to the Indemnified Party for Parties, of an unconditional release from all documented Third Party Liabilities incident to liability in respect of such claim. If the Indemnified Parties assume the defense or negotiation of any such claim within […***…] after or proceeding pursuant to this Section and propose to settle such claim or proceeding prior to such a final judgment thereon or to forgo appeal with respect thereto, then the Indemnifying Party’s receipt Indemnified Parties shall give the Company prompt written notice thereof and the Company, as the case may be, shall have the right to participate in the settlement or assume the defense of invoices for such feesclaim or proceeding and no such claim or proceeding shall be settled or compromised without the approval of the Company, expenses, and charges. *** Confidential Treatment Requested ***which approval shall not be unreasonably withheld.

Indemnification Procedure. Each Party, as an indemnifying party Any Purchaser Indemnitee entitled to indemnification hereunder shall (an “Indemnifying Party”), shall not be permitted a) give prompt notice to settle or compromise the Company of any claim or action giving rise with respect to Third Party Liabilities which it seeks indemnification and (b) permit the Company to assume the defense of such claim with counsel reasonably satisfactory to the Purchaser Indemnitee; provided that any Purchaser Indemnitee entitled to indemnification hereunder shall have the right to employ separate counsel and to participate in a manner the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Purchaser Indemnitee unless (i) that imposes any restrictions the Company has agreed to pay such fees or obligations on the indemnified party (an “Indemnified Party”) orexpenses, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights Company shall have failed to assume the Licensed Technology or Licensed GT Products other than those Bayer has the right defense of such claim and employ counsel reasonably satisfactory to grant under this Agreement without Dimension’s prior written consent, such Purchaser Indemnitee or (iii) if Dimension is in the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware reasonable judgment of any such Purchaser Indemnitee, based upon written advice of its counsel, a conflict of interest exists between such Purchaser Indemnitee and the Company with respect to such claims (in which case, if the Purchaser Indemnitee notifies the Company in writing that such Purchaser Indemnitee elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such claim or claims asserted or threatened against the Indemnified Party that could give rise to a right on behalf of indemnification under this Agreementsuch Purchaser Indemnitee); and provided, provided however further, that the failure of any Purchaser Indemnitee to give such notice as provided herein shall not relieve the Indemnifying Party Company of its indemnity obligation hereunder obligations hereunder, except to the extent that such failure to give notice shall materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving adversely affect the Company in the defense of any such claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such or litigation. The Indemnified Party may not compromise or settle such litigation without Company shall not, except with the prior written consent of the Indemnifying PartyPurchaser Indemnitee, such which consent shall not to be unreasonably withheld withheld, conditioned or delayed. The indemnification rights , consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Purchaser Indemnitee of a Indemnified Party contained release from all liability in this Agreement are in addition respect of such claim or litigation. No Purchaser Indemnitee will, except with the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, consent to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation entry of any claim hereunder judgment or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of enter into any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***settlement.

Indemnification Procedure. Each PartyAny party seeking indemnification pursuant to this Article V shall promptly provide written notice of any claim to the party from which it seeks indemnification within a reasonable period of time. The indemnifying person, as an indemnifying party if it so elects, shall assume and control the defense thereof (an “Indemnifying Party”and shall consult with the indemnified person with respect thereto), shall not including the employment of counsel reasonably satisfactory to the indemnified person within ten (10) Business Days after receipt of the notice with respect thereto, and the payment of all necessary expenses; provided that as a condition precedent to the indemnifying person's right to assume control of such defense, it must first enter into an agreement with the indemnified person (in form and substance reasonably satisfactory to the indemnified person) pursuant to which the indemnifying person agrees to be permitted fully responsible for all losses relating to settle such claim and unconditionally guarantees the payment and performance of any liability or compromise any obligation which may arise with respect to such claim or action the facts giving rise to Third Party Liabilities in a manner such claim for indemnification; provided further that the indemnifying person shall not have the right to assume control of such defense if the claim which the indemnifying person seeks to assume control of (i) seeks non-monetary relief or (ii) involves criminal or quasi-criminal allegations; and provided further that imposes (i) the indemnifying person shall not consent to the imposition of any restrictions or obligations on injunction against the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, person without the other Party’s prior written consentconsent of the indemnified person, (ii) if Bayer is the Indemnifying Partyindemnifying person shall permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, that grants any rights but the fees and expenses of such counsel shall be borne by the indemnified person (except as provided below), and (iii) upon a final determination of such action, suit or proceeding, the indemnifying person shall promptly reimburse to the Licensed Technology full extent required under this Article V the indemnified person for the full amount of any Loss resulting from such action, suit or Licensed GT Products proceeding and all reasonable and related expenses incurred by the indemnified person, other than those Bayer has fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying person (except as provided below). If the indemnifying person is permitted to assume and control the defense and elects to do so, the indemnified person shall have the right to grant under this Agreement without Dimension’s prior written consentemploy counsel separate from counsel employed by the indemnifying person in any such action and to participate in the defense thereof, or but the fees and expenses of such counsel employed by the indemnified person shall be at the expense of the indemnified person unless (i) the employment thereof has been specifically authorized by the indemnifying person in writing, (ii) the indemnifying person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying person and the indemnified person, (iii) if Dimension is the Indemnifying Partyindemnifying person has failed to assume the defense and employ counsel; or (iv) the indemnified person has reasonably determined that an adverse outcome could have a material adverse effect on its business reputation or could reasonably be expected to have a materially adverse precedential effect; in which case the fees and expenses of the indemnified person's counsel shall be paid by the indemnifying person. In the event the indemnifying person fails to elect to defend such claim in accordance with the foregoing, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify then the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementindemnified person may elect, provided however that the failure to give such notice but shall not relieve the Indemnifying Party of its indemnity obligation hereunder except be required, to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise defend against or settle such litigation without claim as it sees fit, provided that any settlement of such claim shall require the prior written consent of the Indemnifying Partyindemnifying person, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***withheld.

Indemnification Procedure. In the event either Party learns of any claim, liability, demand or cause of action relating to this Agreement or the performance hereunder, which said Party shall determine, in its sole discretion, that the other Party may be liable therefor, said Party shall promptly notify the other Party. If indemnity is required by any of the terms of this Agreement, the indemnifying Party shall have the right to control all litigation and shall defend the other and pay all settlements, judgments, costs, and expenses (including without limitation court costs and reasonable attorneys’ fees), whether related or unrelated, similar or dissimilar to the foregoing, incident thereto. Each Party, as an if requested, agrees to cooperate with the other in any defense, and the indemnifying party Party shall reimburse the other for all reasonable expenses incurred in connection therewith. The indemnified Party shall have pg. 13 Exhibit 10.22 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT OF THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (an “Indemnifying Party”***). the right to counsel of its own choosing and at its sole expense participate in any such litigation. Notwithstanding the foregoing, however, neither Party shall not be permitted to settle effect settlement of or compromise any such claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, proceedings without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without having obtained the prior written consent of the Indemnifying other Party, such which consent shall not to be unreasonably withheld withheld, conditioned or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified ; provided that the indemnifying Party may have at law settle or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of compromise any such claim within […***…] after if the Indemnifying settlement or compromise (a) requires solely the payment of money damages by the indemnifying Party, and (b) includes as an unconditional term thereof the release by the claimant or the plaintiff of the indemnified Party from all liability in respect of such claim. If the indemnified Party does not consent to a settlement which the indemnifying Party is willing to accept, then the indemnifying Party’s receipt liability shall be limited to the amount for which the claim could have been settled provided, such settlement does not require the indemnified Party to forego any property rights other than the amount of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***payment of the proposed settlement.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on In the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation event of any such claim within against any MedCo Indemnitee or Alnylam Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other Party in writing of the claim once the indemnified Party learns of it, and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party, at the indemnifying Party’s reasonable request and expense, and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written authorization. The indemnifying Party shall not settle any such claim without the Indemnitee’s consent, unless such settlement requires only payments by the indemnifying Party. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Sections 10.1 or 10.2 may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to be represented in any such action or proceeding by separate counsel at their expense; provided, that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such exception(s) may apply. To the extent that an indemnification obligation hereunder results in payments to a Third Party which are described in Section 6.4.3, the provisions of Sections 10.1 through 10.3 shall be subject to the provisions of Section 6.4.3 to the extent Section 6.4.3 is applicable. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges]”. *** Confidential Treatment Requested ***A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedure. Each PartyAny Indemnitee entitled to indemnification under this Section 9 will give written notice to the Company of any matters giving rise to a claim for indemnification; provided, that the failure of any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the Company of its obligations under this Section 9 except to the extent that the Company is actually prejudiced by such failure to give notice. In case any action, proceeding or claim is brought against the Indemnitee in respect of which indemnification is sought hereunder, the Company shall be entitled to participate in and, unless in the reasonable judgment of the Company a conflict of interest between it and the Indemnitee may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably satisfactory to the Indemnitee. In the event that the Company advises an indemnifying party Indemnitee that it will contest such a claim for indemnification hereunder, or fails, within thirty (an “Indemnifying Party”30) days of receipt of any indemnification notice to notify, in writing, such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues its defense at any time after it commences such defense), then the Indemnitee may, at its option, defend, settle or otherwise compromise or pay such action or claim. In any event, unless and until the Company elects in writing to assume and does so assume the defense of any such claim, proceeding or action, the Indemnitee’s costs and expenses arising out of the defense, settlement or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or claim by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or claim. The Company shall keep the Indemnitee fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Company elects to defend any such action or claim, then the Indemnitee shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The Company shall not be permitted liable for any settlement of any action, claim or proceeding effected without its prior written consent, which consent shall not be unreasonably withheld. Notwithstanding anything in this Section 9 to the contrary, the Company shall not, without the Indemnitee’s prior written consent, settle or compromise any claim or action giving rise consent to Third Party Liabilities entry of any judgment in a manner (i) that respect thereof which imposes any restrictions or obligations future obligation on the indemnified party (Indemnitee or which does not include, as an “Indemnified Party”) orunconditional term thereof, if Bayer is the Indemnifying Party, on ReGenX giving by the claimant or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights plaintiff to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] Indemnitee of becoming aware a release from all liability in respect of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayedclaim. The indemnification rights required by this Section 9 shall be made by periodic payments of the amount thereof during the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the Indemnitee irrevocably agrees to refund such moneys if it is ultimately determined by a Indemnified Party court of competent jurisdiction that such party was not entitled to indemnification. The indemnity agreements contained in this Agreement are herein shall be in addition to all other (a) any cause of action or similar rights which such Indemnified Party of the Indemnitee against the Company or others, and (b) any liabilities the Company may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident be subject to pursuant to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***law.

Indemnification Procedure. Each In the event that any claim is made or asserted against a party entitled to indemnification under this Agreement (the "Indemnified Party"), as the Indemnified Party shall with reasonable promptness notify the other Party with an indemnifying party indemnification obligation (an “the "Indemnifying Party”") of such claim (the "Claim Notice"), specifying the nature of such claim and the amount or the estimated amount thereof to the extent then feasible (which estimate shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on conclusive of the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] final amount of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderclaim). The Indemnifying Party shall be permitted have 30 days from the receipt of the Claim Notice (the "Notice Period") to control any litigation or potential litigation involving notify the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep (i) whether or not the Indemnifying Party apprised of all material developments disputes liability to the Indemnified Party hereunder with respect to the such claim and promptly provide (ii) if the Indemnifying Party with copies of all correspondence does not dispute such liability, whether or not the Indemnifying Party desires, at the sole cost and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent expense of the Indemnifying Party, to defend against such consent not to be unreasonably withheld or delayed. The indemnification rights of a claim, provided that the Indemnified Party contained is hereby authorized (but not obligated) prior to and during the Notice Period to file any motion, answer or other pleading and to take any other action that the Indemnified Party shall deem necessary or appropriate to protect the Indemnified Party's interests. In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that the Indemnifying Party does not dispute the Indemnifying Party's obligation to indemnify hereunder and desires to defend against such claim, except as hereinafter provided, the Indemnifying Party shall have the right to defend by appropriate proceedings, which proceedings shall be promptly settled or prosecuted by the Indemnifying Party to a final conclusion; provided that, unless the Indemnified Party otherwise agrees in this Agreement are writing, the Indemnifying Party may not settle any matter (in addition whole or in part) unless such settlement includes a complete and unconditional release or the Indemnified Party. If the Indemnified Party desires to all other rights which participate in, but not control, any such defense or settlement the Indemnified Party may have do so at law or in equity or otherwiseits sole cost and expense. The If the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse elects not to defend the Indemnified Party for all documented Third against such Claim, whether by not giving the Indemnified Party Liabilities incident to timely notice as provided above or otherwise, then, without waiving any rights against the defense Indemnifying Party, the Indemnified Party may settle or negotiation of defend against any such claim within […***…] after or demand in the Indemnified Party's sole discretion and, if it is ultimately determined that the Indemnifying Party’s receipt Party is responsible therefore under this Section 5, then the Indemnified Party shall be entitled to recover from the Indemnifying Party the amount of invoices for any settlement or judgment and all indemnifiable costs and expenses of the Indemnified Party with respect thereto, including, without limitation, interest from the date such fees, expenses, costs and charges. *** Confidential Treatment Requested ***expenses were incurred.

Indemnification Procedure. Each Indemnified Party, as an indemnifying party (an “" shall give notice to the Indemnifying Party”), shall not be permitted to settle or compromise Party promptly after such Indemnified Party has actual knowledge of any claim or action giving rise as to Third which indemnity may be sought, and SHALL PERMIT THE INDEMNIFYING PARTY TO ASSUME THE DEFENSE OF ANY SUCH CLAIM OR ANY LITIGATION RESULTING THEREFROM, provided the Indemnifying Party Liabilities in a manner (i) acknowledges its obligations to indemnify the Indemnified Party with respect to the claim and provided further that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is counsel for the Indemnifying Party, on ReGenX or its licensors under the Existing LicensesWHO SHALL CONDUCT THE DEFENSE OF SUCH CLAIM OR LITIGATION, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against be approved by the Indemnified Party that could give rise to a right of indemnification under this Agreement(whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided however further that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its indemnity obligation hereunder obligations under this Section 4 except to the extent that the failure to give such failure notice is materially prejudices its rights hereunder. The prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall be permitted not assume the defense for matters as to control which there is a conflict of interest or separate and different defenses but shall bear the expense of such defense nevertheless. No Indemnifying Party, in the defense of any litigation such claim or potential litigation involving litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. If the Indemnifying Party does not assume the defense of any claim subject to indemnification pursuant to this Section 11.5or proceeding resulting therefrom, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party may defend against such claim or proceeding as the Indemnified Part may deem appropriate and MAY SETTLE SUCH CLAIM OR PROCEEDING in such manner as the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partydeem appropriate, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***ALL WITHOUT PREJUDICE TO ITS RIGHT TO INDEMNIFICATION hereunder.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on The Person seeking indemnification under this Section 7.3 (the indemnified party (an “Indemnified Party”) orshall give to the party(ies) from whom indemnification is sought (the “Indemnifying Party”) prompt written notice (in the case of indemnification under Section 7.3(a), if Bayer is such notice shall be given to the Shareholders’ Agent) of any third-party claim which may give rise to any indemnity obligation under this Section 7.3, and the Indemnifying Party will have the right to assume the defense of any such claim through counsel of its own choosing, by so notifying the Indemnified Party within 10 days of receipt of the Indemnified Party’s written notice; provided, however, that such counsel shall be reasonably satisfactory to the Indemnified Party. Failure of the Indemnified Party to give prompt notice shall not affect the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation obligations hereunder except to the extent the Indemnifying Party is materially prejudiced by such failure. If the Indemnified Party desires to participate in any such defense assumed by the Indemnifying Party, it may do so at its sole cost and expense; provided, however, that the Indemnified Party will be entitled to participate in any such failure materially prejudices its rights hereunderdefense with separate counsel at the expense of the Indemnifying Party if, in the reasonable judgment of counsel to the Indemnified Party, a conflict or potential conflict exists, or there are separate or additional defenses available to the Indemnified Party, that would make such separate representation advisable. If the Indemnifying Party declines to assume any such defense or fails to diligently pursue any such defense, then the Indemnifying Party will be liable for all reasonable costs and expenses incurred by the Indemnified Party in connection with investigating, defending, settling and/or otherwise dealing with such claim, including reasonable fees and disbursements of counsel. The parties hereto agree to cooperate with each other in connection with the defense of any such claim. The Indemnifying Party shall be permitted will not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to control any litigation or potential litigation involving the defense entry of any judgment with respect to any such claim, unless such settlement, compromise or judgment (A) does not result in the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any Affiliate thereof, (B) does not involve any remedies other than monetary damages, and (C) includes an unconditional release of the Indemnified Party and its Affiliates for all liability arising out of such claim subject to indemnification pursuant to this Section 11.5, including the selection of counseland any related claim. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation will not, without the prior written consent of the Indemnifying Party, such consent which will not to be unreasonably withheld withheld, delayed or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition conditioned, settle, compromise, or consent to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the entry of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident judgment with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***claim.

Indemnification Procedure. Each PartyWithin ten (10) days after receipt by an indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to in Section 9.1 or Section 9.2, as such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party (an “Indemnifying Party”)party, shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior give written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights notice to the Licensed Technology or Licensed GT Products other than those Bayer has latter of the right to grant under this Agreement without Dimension’s prior written consentcommencement of such action; provided, or (iii) if Dimension is the Indemnifying Partyhowever, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure of any indemnified party to give such notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its indemnity obligation hereunder obligations under Section 9.1 or Section 9.2 except to the extent that the indemnifying party loses substantive legal rights as a result of such failure materially prejudices to give notice. In case any such action or proceeding is brought against an indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its rights hereunder. The Indemnifying Party shall election so to assume the defense thereof, the indemnifying party will not be permitted liable to control such indemnified party for any litigation legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party’s reasonable judgment an actual or potential litigation involving conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 9.1, more than one counsel (in addition to any local counsel) for all indemnified parties selected by the holders of a majority (by number of shares) of the Registrable Securities held by such indemnified parties or (ii) in the case of a claim referred to in Section 9.2, more than one counsel (in addition to any local counsel) for the Company, in each case in connection with any one action or separate but similar or related actions or proceedings. An indemnifying party who is not entitled to (pursuant to the immediately preceding sentence), or elects not to, assume the defense of any a claim subject will not be obligated to indemnification pursuant to this Section 11.5, including pay the selection fees and expenses of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of more than one counsel for all material developments parties indemnified by such indemnifying party with respect to such claim, unless in the claim reasonable judgment of any indemnified party an actual or potential conflict of interest may exist between such indemnified party and promptly provide the Indemnifying Party any other of such indemnified parties with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) respect to such litigationclaim, in which event the indemnifying party shall be obligated to pay the fees and expenses of such additional counsel or counsels as may be reasonable in light of such conflict. The Indemnified Party may not compromise or settle such litigation indemnifying party will not, without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnifying Partyentry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding), unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability arising out of such claim, action, suit, investigation or proceeding and such settlement, compromise or consent involves only the payment of money and such money is actually paid by the indemnifying party. Whether or not the defense of any claim or action is assumed by the indemnifying party, such indemnifying party will not be subject to any liability for any settlement made without its consent, which consent will not to be unreasonably withheld or delayed. The indemnification Notwithstanding anything to the contrary set forth herein, and without limiting any of the rights of a Indemnified Party contained set forth above, in this Agreement are in addition any event any indemnified party will have the right to all other rights which such Indemnified Party may have retain, at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident its own expense, counsel with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***a claim.

Indemnification Procedure. Each PartyTo the extent reasonably feasible, as an indemnifying party CHOP shall notify Customer in writing of any Claim that, in CHOP’s reasonable judgment, is likely to lead to a claim for indemnification. Customer shall promptly assume the entire defense of such Claim following CHOP’s written notice, and shall, promptly upon notice from CHOP of any prior expenses, reimburse any CHOP Indemnitee for any expenses, fees or costs incurred by any CHOP Indemnitee with respect to defense of such Claim prior to the date of Customer’s assumption of the defense. Customer shall have the right to manage the defense and settlement of any Claim, except that (an “Indemnifying Party”)A) Customer shall consult with the affected CHOP Indemnitee regularly with respect to all material matters pertaining to the defense of any such Claim; (B) CHOP shall have the right to approve Customer’s choice of counsel to defend any such Claim, which approval shall not be permitted to settle or compromise unreasonably withheld by CHOP and (C) Customer may not enter into any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes settlement on behalf of any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, CHOP Indemnitee without the other PartyCHOP’s prior written consentapproval, (ii) if Bayer is the Indemnifying Party, that grants which approval shall not be unreasonably withheld by CHOP. CHOP may not enter into any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware settlement of any claim such Claim as to which Customer has an obligation to indemnify CHOP without the written permission of Customer, which approval shall not be unreasonably withheld by Customer. CHOP shall use commercially reasonable efforts to cooperate with Customer in the defense of the Claim at Customer’s sole expense. CHOP may hire its own counsel, at its own expense, to monitor the defense of any Claim in which case Customer shall use commercially reasonable efforts at its sole expense to cooperate with CHOP in the defense of the Claim by CHOP’s selected counsel. In addition, CHOP may elect to assume control of the defense of such Claim. CHOP’s hiring of its own counsel or claims asserted or threatened against the Indemnified Party that could give rise to a right assumption of indemnification under this Agreement, provided however that the failure to give such notice its own defense shall not relieve the Indemnifying Party Customer of its indemnity obligation hereunder obligations to indemnify or further defend any CHOP Indemnitee with respect to such Claim except to the extent that any CHOP Indemnitee receives a final judgment of gross negligence or willful or intentional misconduct by such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments CHOP Indemnitee with respect to the claim and promptly provide the Indemnifying Party such Claim in which case Customer shall be relieved of its indemnity obligation with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) respect to such litigationClaim as to such CHOP Indemnitee. The Indemnified Party CHOP and Customer may not compromise execute such mutually acceptable Confidentiality and Joint Defense Agreements to protect privileged materials as shall be usual and customary in such proceedings and as shall be requested in writing by either CHOP or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Customer.

Indemnification Procedure. Each PartyIn the event of a claim for indemnification under this Section 9, as an indemnifying the party seeking indemnification (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) shall promptly notify the party against whom indemnification is sought (the “Indemnifying Party”) in writing of any claim for indemnification, specifying in detail the basis of such claim, the facts pertaining thereto and, if known, the amount, or an estimate of the amount, of the liability arising therefrom (the “Indemnification Notice”). The Indemnified Party shall provide to the Indemnifying Party as promptly as practicable thereafter all information and documentation necessary to support and verify the claim asserted and the Indemnifying Party shall be given reasonable access to all books and records in the possession or control of the Indemnified Party or any of its affiliates which the Indemnifying Party reasonably determines to be related to such claim. Promptly after the receipt of an Indemnification Notice, the Indemnifying Party shall have the right, upon written notice (the “Defense Notice”) to the Indemnified Party within 30 days after receipt by the Indemnifying Party of the Indemnification Notice (or sooner if such claim so requires), to conduct, at their own expense, the defense against the claim in their own name or, if Bayer necessary, in the name of the Indemnified Party. The Defense Notice shall specify the counsel the Indemnifying Party shall appoint to defend such claim (the “Defense Counsel”) and the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheld. In the event the Indemnified Party and the Indemnifying Party cannot agree on such counsel within 10 days after the Defense Notice is given, then the Indemnifying Party shall propose an alternate Defense Counsel, which shall be subject again to the Indemnified Party’s approval which approval shall not be unreasonably withheld. The Indemnified Party shall have the right to employ separate counsel in any such claim and/or to participate in the defense thereof, but the fees and expenses of such counsel shall not be included as part of any damages, losses and expenses incurred by the Indemnified Party unless (i) the Indemnifying Party shall have failed to give the Defense Notice within the prescribed period, (ii) the Indemnified Party shall have received an opinion of counsel, reasonably acceptable to the Indemnifying Party, on ReGenX or its licensors under to the Existing Licenses, without effect that the other Party’s prior written consent, (ii) if Bayer is interests of the Indemnified Party and the Indemnifying Party, that grants any rights Party with respect to the Licensed Technology or Licensed GT Products other than those Bayer has claim are sufficiently adverse to prohibit the right to grant representation by the same counsel of both parties under this Agreement without Dimension’s prior written consentapplicable ethical rules, or (iii) if Dimension is the employment of such counsel at the expense of the Indemnifying Party has been specifically authorized by the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving party conducting the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party Claim shall keep the Indemnifying Party other party apprised of all material significant developments and shall not enter into any settlement, compromise or consent to judgment with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by such Claim unless the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Indemnifying Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partyconsent, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***withheld.

Indemnification Procedure. Each PartyA party seeking indemnification (the "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, as an indemnifying party (an “Indemnifying Party”)damages, shall not deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification; provided, provided however however, that the Indemnitee's failure to give such notice notify the Indemnitor shall not relieve excuse the Indemnifying Party of its indemnity Indemnitor's obligation hereunder to indemnify the Indemnitee except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the Indemnitor's defense of any such claim. No such notice of assertion of a claim subject to indemnification pursuant to shall satisfy the requirements of this Section 11.513 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the selection filing of counselany necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnified Party Indemnitor shall keep (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the Indemnifying Party apprised of all material developments with respect to the insurance company insuring against any such claim and promptly provide the Indemnifying Party with copies of all correspondence undertaking to defend such claim, or by other counsel selected by it and documents exchanged approved by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may Indemnitee, which approval shall not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights Indemnitor shall keep the Indemnitee fully apprised at all times of a Indemnified Party contained in this Agreement are in addition the status of the defense and shall consult with the Indemnitee prior to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the settlement of any indemnified matter. Idemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim hereunder or will reimburse claims against any third party growing out of or connected with the Indemnified Party for all documented Third Party Liabilities incident indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the defense Indemnitor the entire claim or negotiation claims to the extent of any the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim within […***…] after or claims of the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnitee.

Indemnification Procedure. Each Party(a) Promptly after receipt by a Parent Indemnified Party of notice by a third party of any complaint or the commencement of any audit, as an indemnifying party (an “Indemnifying Party”)investigation, shall not action or proceeding with respect to which such Parent Indemnified Party may be permitted entitled to settle or compromise receive payment from the Stockholders for any claim or action giving rise to Third Parent Losses, such Parent Indemnified Party Liabilities in a manner (i) that imposes any restrictions or obligations on will notify the indemnified party (an “Stockholder Representative, promptly following the Indemnified Party”) or's receipt of such complaint or of notice of the commencement of such audit, if Bayer is the Indemnifying Partyinvestigation, on ReGenX action or its licensors under the Existing Licensesproceeding; provided, without the other Party’s prior written consenthowever, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not so notify the Stockholder Representative will relieve the Indemnifying Party of its indemnity obligation hereunder except Stockholders from liability under this Agreement with respect to such claim only if, and only to the extent that that, such failure to notify the Stockholder Representative materially prejudices its rights hereunderthe interests of the Stockholders. The Indemnifying Stockholder Representative will have the right, upon written notice delivered to the Indemnified Party shall within twenty (20) days thereafter assuming full responsibility for any Parent Losses resulting from such audit, investigation, action or proceeding, to assume the defense of such audit, investigation, action or proceeding, including the employment of counsel reasonably satisfactory to the Parent Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Stockholder Representative declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Parent Indemnified Party, in either case within such twenty-day period, then such Parent Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Stockholders will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Stockholders will not be permitted required to control pay the fees and disbursements of more than one counsel for all Parent Indemnified Parties in any litigation jurisdiction in any single audit, investigation, action or potential litigation involving proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the Parent Indemnified Party or the Stockholders, whichever is not assuming the defense of such action, will have the right to participate in such matter and to retain its own counsel at such Party's own expense. The Stockholder Representative or the Parent Indemnified Party, as the case may be, will at all times use reasonable efforts to keep the Stockholder Representative or the Parent Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any claim subject matter the defense of which they are maintaining and to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments cooperate in good faith with each other with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***matter.

Indemnification Procedure. Each PartyThe Indemnified Party shall use its best efforts to minimize any liabilities, as an indemnifying party (an “Indemnifying Party”)damages, shall not deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentsought hereunder. The Indemnified Party shall notify give written notice to the Indemnifying Party Indemnitor within […***…] the earlier of becoming aware ten (10) days of any claim or claims asserted or threatened against receipt of written notice to the Indemnified Party that could or thirty (30) days from discovery by the Indemnified Party of any matters which may give rise to a right of claim for indemnification or reimbursement under this Agreement, provided however that the . The failure to give such notice shall not relieve affect the Indemnifying right of the Indemnified Party to indemnity hereunder unless such failure has materially and adversely affected the rights of its indemnity obligation hereunder except the Indemnitor; provided that in any event such notice shall have been given prior to the extent expiration of the Survival Period. At any time after ten (10) days from the giving of such notice, the Indemnified Party may, at its option, resist, settle or otherwise compromise, or pay such claim unless it shall have received notice from the Indemnitor that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted the Indemnitor intends, at the Indemnitor's sole cost and expense, to control any litigation or potential litigation involving assume the defense of any claim subject such matter, in which case the Indemnified Party shall have the right, at no cost or expense to indemnification pursuant the Indemnitor, to this Section 11.5participate in such defense. If the Indemnitor does not assume the defense of such matter, including and in any event until the selection Indemnitor states in writing that it will assume the defense, the Indemnitor shall pay all costs of counselthe Indemnified Party arising out of the defense until the defense is assumed; provided, however, that the Indemnified Party shall consult with the Indemnitor and obtain the Indemnitor's prior written consent to any payment or settlement of any such claim. The Indemnitor shall keep the Indemnified Party fully apprised at all times as to the status of the defense. If the Indemnitor does not assume the defense, the Indemnified Party shall keep the Indemnifying Indemnitor apprised at all times as to the status of the defense. Following indemnification as provided for hereunder, the Indemnitor shall be subrogated to all rights of the Indemnified Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise third parties, firms or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident corporations relating to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices matter for such fees, expenses, and chargeswhich indemnification has been made. *** Confidential Treatment Requested ***12.

Indemnification Procedure. Each Party, (a) Promptly after receipt by a Parent Indemnified Party or a Shareholder Indemnified Party (hereinafter collectively referred to as an indemnifying "Indemnified Party") of notice from a third party of any complaint or the commencement of any action, Proceeding or claim with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Parent Losses or Shareholder Losses (an “Indemnifying Party”as the case may be and subject to the limitation on Parent Losses and Shareholder Losses in Section 10.3), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The such Indemnified Party shall notify Parent or the Shareholders (through the Shareholder Representative), whoever is the appropriate indemnifying party hereunder (the "Indemnifying Party within […***…] Party"), of becoming aware the commencement of any claim such action, Proceeding or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementclaim; provided, provided however however, that the failure to give such notice so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnity obligation hereunder except from liability for such claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such matter only if, and only to the extent that that, such failure materially prejudices its to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights hereunderand defenses otherwise available to the Indemnifying Party with respect to such matter. The Indemnifying Party shall be permitted have the right, upon written notice delivered to control any litigation or potential litigation involving the Indemnified Party within twenty (20) days thereafter, to assume the defense of any claim subject to indemnification pursuant to this Section 11.5such matter, including the selection employment of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect counsel reasonably satisfactory to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(iespayment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the matter or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) to day period, then such litigation. The Indemnified Party may employ counsel to represent or defend it in any such action or Proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not compromise be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or settle such litigation without Proceeding. In any action or Proceeding with respect to which indemnification is being sought hereunder, the prior written consent of Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such consent not action, shall have the right to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained participate in this Agreement are in addition such matter and to all other rights which retain its own counsel at such Indemnified Party may have at law or in equity or otherwiseparty's own expense. The Indemnifying Party will pay directly or the Indemnified Party, as the case may be, shall at all Third times use reasonable efforts to keep the Indemnifying Party Liabilities incurred for or the Indemnified Party, as the case may be, reasonably 63 apprised of the status of the defense or negotiation of any claim hereunder or will reimburse action the Indemnified Party for all documented Third Party Liabilities incident defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***action.

Indemnification Procedure. Each PartySubject to the limitations set forth in this Article VIII, as promptly after receipt by an indemnifying party (an “Indemnifying Party”)Indemnified Person of written notice of the commencement of any claim, shall not be permitted to settle challenge, litigation, investigation or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party proceeding (an “Indemnified PartyClaim”) or), such Indemnified Person will, if Bayer a claim is to be made hereunder against the Indemnifying PartyParty in respect thereof, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] promptly in writing, and in any case no later than fifteen (15) Business Days after receipt by an Indemnified Person of becoming aware of any claim or claims asserted or threatened against such written notice; provided, that (a) the Indemnified omission to so notify the Indemnifying Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall will not relieve the Indemnifying Party of its indemnity obligation from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted and (b) the omission to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep so notify the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide will not relieve the Indemnifying Party from any liability that it may have to such Indemnified Person otherwise than on account of this Agreement. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, at its election (by providing written notice to such Indemnified Person), the Indemnifying Party will be entitled to assume the defense thereof, with copies of all correspondence 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 documents exchanged by the Indemnified Indemnifying Party and the opposing party(ies) based on advice of such Indemnified Person’s counsel there are legal defenses available to such litigation. The Indemnified Party may not compromise Person that are different from or settle such litigation without the prior written consent of additional to those available to the Indemnifying Party, such consent Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice by the Indemnifying Party to from the Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to be unreasonably withheld such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof or delayed. The indemnification rights participation therein (other than reasonable documented out-of-pocket costs of a investigation) unless (i) such Indemnified Party contained in this Agreement are Person shall have employed separate counsel (in addition to all other rights which any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Party may have at law or Claims (in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident addition to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***one local counsel in each jurisdiction in which local counsel is required)),

Indemnification Procedure. Each PartyIf either the Purchaser Indemnified Parties, on the one hand, or the Seller Indemnified Parties, on the other hand, as the case may be (the “Indemnitee”), has a claim or potential claim or receives notice of any claim or potential claim or the commencement of any action or proceeding that could give rise to an indemnifying party obligation on the part of the Selling Parties, on the one hand, or Purchaser, on the other hand, as the case may be, to provide indemnification (an the “Indemnifying Party”)) pursuant to Sections 8.1 or 8.6, Purchaser, on behalf of the Purchaser Indemnified Parties, and Seller, on behalf of the Seller Indemnified Parties, shall promptly give the Indemnifying Party notice thereof. Such notice shall describe the claim in reasonable detail, shall indicate the amount (estimated if necessary) of the Losses that has been or may be sustained by the Indemnitee and shall be accompanied by supporting documentation, if any. The Indemnifying Party may elect to compromise or defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the asserted Liability of the Indemnitee. If the Indemnifying Party elects to compromise or defend such asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the asserted Liability so requires) notify the Indemnitee of its intent to do so and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, any such asserted Liability. If the Indemnifying Party fails to compromise or defend such asserted Liability, or fails to notify the Indemnitee of its election as herein provided following the earlier notice given by Indemnitee to the Indemnifying Party of a claim or a potential claim, the Indemnitee may pay, compromise or defend such asserted Liability, and the Indemnifying Party shall indemnify the Indemnitee for any Losses indemnifiable under Section 8.1 or Section 9.1 incurred in connection therewith. Notwithstanding the foregoing, the Indemnifying Party may not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consentconsent of the Indemnitee, (ii) which consent shall not be withheld if Bayer is the Indemnifying Party, that grants settlement or compromise does not result in any rights Liability to the Licensed Technology Indemnitee or Licensed GT Products other than those Bayer has require the right Indemnitee to grant under this Agreement without Dimensiontake any action or refrain from taking any action or otherwise restrict or limit in any way Purchaser’s prior written consentability to operate the Acquired Business after the Closing. In any event, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify Indemnitee and the Indemnifying Party within […***…] may each participate, at its own expense, in the defense of becoming aware of any claim or claims such asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve Liability. If the Indemnifying Party of its indemnity obligation hereunder except chooses to defend any claim, the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party Indemnitee shall be permitted make available to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to any books, records or other documents within its control that are necessary or appropriate for such defense and shall, at the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent expense of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained otherwise cooperate with and assist in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after claim. Notwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel at the Indemnifying Party’s receipt expense and to control its own defense of invoices such asserted Liability to the extent that (a) there are reasonable legal defenses available to such Indemnitee or to other Indemnitees that are of a material benefit to such Indemnitee and are materially different from or additional to those available to the Indemnifying Party or (b) in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between the Indemnifying Party and such Indemnitee that would make such separate representation advisable; provided, however, that the Indemnifying Party shall not be required to pay for more than one such fees, expenses, and charges. *** Confidential Treatment Requested ***additional counsel for all Indemnitees in connection with any claim.

Indemnification Procedure. Each (a) Promptly following receipt by a Parent-Indemnified Party or a Seller- Indemnified Party, as applicable (an indemnifying "Indemnified Party") of notice by a ----------------- third party (an “Indemnifying Party”including any Governmental Entity) of any complaint, dispute, or claim or the commencement of any audit, investigation, action, or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Parent Losses or any Seller Losses (as the case may be), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The such Indemnified Party shall notify Parent or Sellers, as the case may be (the "Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this AgreementParty"); provided, provided however however, that the failure to give such notice so notify the ------------------ ------------------ Indemnifying Party shall not relieve the Indemnifying Party of its indemnity obligation from liability hereunder except with respect to such claim only if, and only to the extent that that, such failure materially prejudices its to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights hereunderand defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall be permitted have the right, upon written notice delivered to control the Indemnified Party within 20 days thereafter assuming full responsibility for any litigation Parent Losses or potential litigation involving Seller Losses (as the case may be) resulting from such audit, investigation, action, or proceeding, to assume the defense of any claim subject to indemnification pursuant to this Section 11.5such audit, investigation, action, or proceeding, including the selection employment of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect counsel reasonably satisfactory to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(iespayment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action, or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20-day period, then any Parent Losses or any Seller Losses (as the case may be) to such litigation. The shall include the reasonable fees and disbursements of counsel for the Indemnified Party may not compromise as incurred. In any audit, investigation, action, or settle such litigation without proceeding for which indemnification is being sought hereunder, the prior written consent of Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such consent not action, shall have the right to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained participate in this Agreement are in addition such matter and to all other rights which retain its own counsel at such Indemnified Party may have at law or in equity or otherwiseparty's own expense. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for (as the case may be) shall at all documented Third times use reasonable efforts to keep the Indemnifying Party Liabilities incident or Indemnified Party (as the case may be) reasonably apprised of the status of any matter in which it is maintaining a defense and to cooperate in good faith with the other party with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***matter.

Indemnification Procedure. Each (a) The party seeking indemnification under this Agreement (the "Indemnified Party, as an indemnifying ") shall promptly notify the party from which indemnification is being sought (an “the "Indemnifying Party”") of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Indemnification Notices"). The Indemnification Notice shall in all events be considered prompt if given (a) no later than 30 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (b) if earlier, in sufficient time to allow the Indemnifying Party to exercise its rights pursuant to this Section 9.03; provided, however, that the failure to provide such Notice of claims promptly (so long as a notice of claims is given before the date on which the applicable representation or warranty ceases to survive) shall not affect the obligations of the Indemnifying Party hereunder except to the extent the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any third-party claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect to take over the defense of such claim within 10 days following notice thereof; provided, however, that Stockholders shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving take over the defense of any claim subject to brought by any customer or supplier of the Business against any member of Buyers' Indemnified Group for which indemnification is available pursuant to this Section 11.5Article IX, including the selection and such member of counsel. The Buyers' Indemnified Party Group shall keep the Indemnifying Party apprised defend such claim; provided, further, that no member of all material developments with respect to the Buyers' Indemnified Group shall not settle or otherwise dispose of any claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying PartyStockholders' Representative, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The If the Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse makes such an election, (x) it shall keep the Indemnified Party for all documented Third Party Liabilities incident informed as to the defense status of such matter and shall promptly send copies of all pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or negotiation portions of any claims seeking monetary damages only, to settle or otherwise dispose of such claim within […***…] after on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition shall be required if such settlement or disposition shall result in any liability to, equitable relief against or adverse business effect on the Indemnified Party, which consent shall not be unreasonably withheld or delayed, and (z) the Indemnified Party shall have the right to participate jointly in the defense of such claim, but shall do so at its own cost not subject to reimbursement under Section 9.02. If the Indemnifying Party does not elect to take over the defense of a third-party claim, the Indemnified Party shall have the right to contest, compromise or settle such claim in the exercise of its reasonable judgment; provided, however, that the consent of the Indemnifying Party to any compromise or settlement of such claim shall be required if such compromise or settlement shall result in any liability to the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***which consent shall not be unreasonably withheld or delayed.

Indemnification Procedure. Each (a) Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (hereinafter collectively referred to as an "Indemnified Party") of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Buyer Losses or Seller Losses (as the case may be), such Indemnified Party will notify GETS or Wabtec, as an indemnifying party the case may be (an “the "Indemnifying Party”"), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on promptly following the indemnified party (an “Indemnified Party”) or's receipt of such complaint or of notice of the commencement of such audit, if Bayer is the Indemnifying Partyinvestigation, on ReGenX action or its licensors under the Existing Licensesproceeding; provided, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Partyhowever, that grants any rights the failure to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall so notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not will relieve the Indemnifying Party of its indemnity obligation hereunder except from liability under this Agreement with respect to such claim only if, and only to the extent that such failure materially prejudices its rights hereunderthat, the Indemnifying Party is prejudiced thereby. The Indemnifying Party shall be permitted will have the right, upon written notice delivered to control any litigation or potential litigation involving the Indemnified Party within ten (10) days to assume the defense of any claim subject to indemnification pursuant to this Section 11.5such audit, investigation, action or proceeding, including the selection employment of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect counsel reasonably satisfactory to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) payment of the fees and disbursements of such counsel. If, however, the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such litigation. The ten (10)-day period, then such Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not compromise be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or settle such litigation without proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the prior written consent of Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such consent not action, will have the right to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained participate in this Agreement are in addition such matter and to all other rights which retain its own counsel at such Indemnified Party may have at law or in equity or otherwiseParty's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will pay directly at all Third times use reasonable efforts to keep the Indemnifying Party Liabilities incurred for or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense or negotiation of any claim hereunder or will reimburse matter the Indemnified Party for all documented Third Party Liabilities incident defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***matter.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (ia) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The An Indemnified Party that wishes to assert a Direct Claim shall notify promptly deliver a Notice of Claim to the Indemnifying Party within […***…] setting out in reasonable detail the nature of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the Indemnity Claim. The failure to give such notice give, or a delay in giving, a Notice of Claim in respect of a Direct Claim shall not relieve the Indemnifying Party of its indemnity obligation hereunder obligations hereunder, except and only to the extent of any prejudice caused to the Indemnifying Party by that such failure materially prejudices its rights hereunderor delay. The Following receipt of a Notice of Claim in respect of a Direct Claim, the Indemnifying Party shall be permitted have sixty (60) days to control any litigation make such investigation of the Indemnity Claim as is considered necessary or potential litigation involving desirable. For the defense purpose of any claim subject to indemnification pursuant to this Section 11.5that investigation, including the selection of counsel. The Indemnified Party shall keep make available to the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged information relied on by the Indemnified Party to substantiate the Indemnity Claim, together with such information as the Indemnifying Party may reasonably request. If the parties to the Indemnity Claim agree, on or before the expiry of this sixty (60) day period, as to the validity and amount of the opposing party(ies) Indemnity Claim, the Indemnity Claim shall be considered fully and finally determined in the amount agreed upon, failing which the matter shall be referred to binding arbitration. Any such litigationarbitration shall be administered in accordance with its Canadian Arbitration Rules. There shall be no appeal of an award of the arbitrator. The Indemnified Party may not compromise or settle such litigation number of arbitrators shall be one. The place of arbitration shall be Xxxxxxx, Xxxxxxx, Xxxxxx. The language of the arbitration shall be English. The arbitrator shall not, without the prior written consent of the Indemnifying Partyparties to the arbitration, such consent not to be unreasonably withheld appoint any expert or delayedother consultant or retain any counsel. The indemnification rights Parties agree that the arbitration shall be kept confidential and that the existence of a Indemnified Party contained in this Agreement are in addition to all the proceeding and any element of it (including any pleadings, briefs or other rights which such Indemnified Party may have at law documents submitted or in equity exchanged, any testimony or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of other oral submissions and any claim hereunder or will reimburse awards) shall not be disclosed beyond the Indemnified Party for all documented Third Party Liabilities incident arbitrator, the Parties, their counsel and any person necessary to the defense conduct of the proceeding, except as may lawfully be required in judicial proceedings relating to the arbitration or negotiation otherwise or as may be required by applicable Law. Judgment upon any award may be entered in any court having jurisdiction or application may be made to the court for a judicial recognition of any such claim within […***…] after the Indemnifying Party’s receipt award or an order of invoices for such feesenforcement, expenses, and charges. *** Confidential Treatment Requested ***as the case may be.

Indemnification Procedure. Each Party, as an The indemnified party shall promptly notify the indemnifying party (an “Indemnifying Party”), in writing of any Action and cooperate with the indemnifying party at the indemnifying party's sole cost and expense. The indemnifying party shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities Action in a manner (i) that imposes any restrictions or obligations on adversely affects the rights of the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s indemnified party's prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice which shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights indemnified party may retain counsel of a Indemnified Party contained in this Agreement are in addition its choice to all other rights which such Indemnified Party may have observe the proceedings at law its own cost and expense. LIMITATIONS OF LIABILITY. No Consequential or in equity or otherwiseIndirect Damages. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such feesNEITHER PARTY SHALL BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR INDIRECT, expensesINCIDENTAL, and chargesCONSEQUENTIAL, LIQUIDATED, SPECIAL OR EXEMPLARY DAMAGES OR PENALTIES, INCLUDING WITHOUT LIMITATION, LOSSES OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. *** Confidential Treatment Requested ***Cap on Monetary Damages. EACH PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNTS PAID OR PAYABLE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE COMMENCEMENT OF THE CLAIM.

Indemnification Procedure. Each PartyAn Indemnified Party seeking indemnification shall deliver an Officer's Certificate to the Indemnifying Party identifying Losses incurred, as an indemnifying party (an “Indemnifying Party”)accrued or sustained; provided that, shall not be permitted with respect to settle or compromise any claim or action giving rise for indemnification pursuant to Third Party Liabilities in a manner clause (i) that imposes of SECTION 8.2(a), in the case of a claim by Buyer, or pursuant to clause (i) of SECTION 8.2(b), in case of a claim by Seller, the Officer's Certificate relating to such claim shall be delivered prior to the termination of the representation or warranty the breach or inaccuracy of which gives rise to the claim for indemnification. The Indemnifying Party may object to any restrictions or obligations on such claim set forth in such Officer's Certificate by providing, within 30 days following delivery of such Officer's Certificate, written notice to the indemnified party (Indemnified Party specifying the basis for such party's objection. If an “Indemnified Party”) or, if Bayer objection to the amount of Losses specified in such Officer's Certificate is provided by the Indemnifying Party, on ReGenX or its licensors under and such Indemnifying Party and the Existing LicensesIndemnified Party are unable to resolve such dispute after good faith discussions within 30 days following the delivery of such objection notice, without such dispute shall be resolved in accordance with SECTION 10.10. If no such objection is made, the other Party’s prior written consentIndemnifying Party shall promptly pay the claim. In the case of indemnification by Seller and at the option of Buyer, the outstanding principal amount of the Convertible Stock Note shall be reduced by the amount of the Losses (an "INDEMNIFICATION SET-OFF AMOUNT") provided, that, if the Indemnification Set-Off Amount exceeds the outstanding principal balance of the Convertible Stock Note, then such excess Indemnification Set-Off Amount may, at Buyer's option, be applied to reduce the outstanding principal balance of the Convertible Cash Note(s), provided, that (i) if such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of a Convertible Note, (ii) if Bayer is Seller disputes the Indemnifying Indemnified Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or 's claim and (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementprevails in such dispute, provided however that the failure to give such notice then Seller shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control indemnify Buyer for any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments accrued interest with respect to the claim and promptly provide the Indemnifying Party with copies principal amount of all correspondence and documents exchanged each Convertible Note that is reduced by the Indemnified Party and Indemnification Set-Off Amount for the opposing party(ies) period beginning on the day after the date of delivery of the Officer's Certificate setting forth the claim until the date that such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of such Convertible Note. Any accrued interest that Seller is obligated to indemnify Buyer for pursuant to the previous sentence shall be added to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnification Set-Off Amount.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (ia) that imposes any restrictions or obligations on the An indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under Section 10.2 of this Agreement without Dimension’s prior shall give prompt written consent, or notice to DataStat (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except when and to the extent that the indemnified party has actual knowledge thereof) of any condition, event or occurrence or the commencement of any action, suit or proceeding for which indemnification may be sought, and DataStat, through counsel reasonably satisfactory to the indemnified party, shall assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that any indemnified party shall be entitled to participate in any such failure materially prejudices action, suit or proceeding with counsel of its rights own choice but at its own expense; and provided, further, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of DataStat, if, under applicable canons of ethics, joint representation of DataStat and SPSS presents a conflict of interest. In any event, if DataStat fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for hereunder. The Indemnifying Party No action, suit or proceeding for which indemnification may be sought shall be permitted to control compromised or settled in any litigation or potential litigation involving manner which might adversely affect the defense interests of DataStat without the prior written consent of DataStat (which shall not be unreasonably withheld); provided, however, that SPSS may settle any claim subject or cause of action without DataStat's consent, but in such case DataStat shall not be required to indemnification pursuant to reimburse SPSS for its Losses. Notwithstanding anything in this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect 10.4 to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation contrary, DataStat shall not, without the prior written consent of the Indemnifying Partyindemnified party, such (i) settle or compromise any action, suit or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to be unreasonably withheld or delayed. The indemnification rights the indemnified party of a Indemnified Party contained written release from all liability in this Agreement are respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in addition to any manner that may materially and adversely affect the indemnified party other than as a result of money damages or other money payments. DataStat shall pay all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such expenses, including attorneys' fees, expenses, and charges. *** Confidential Treatment Requested ***that may be incurred by any indemnified party in enforcing the indemnity provided for hereunder.

Indemnification Procedure. Each PartyIf a claim occurs for which a party has an indemnification obligation under Section 6(C) or 6(D) above, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an the “Indemnified PartyIndemnitee”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, will: (iia) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall promptly notify the Indemnifying Party within […***…] indemnifying party (the “Indemnitor”) in writing of becoming aware the claim; (b) use commercially reasonable efforts to mitigate the effects of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that claim; (c) reasonably cooperate with the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving Indemnitor in the defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, with counsel reasonably satisfactory to the Indemnitee, all at the Indemnitor ‘s cost and expense. If the Indemnitor assumes the defense of the claim, 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 claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments judgment or enter into any settlement with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partyother party, such which consent will not to be unreasonably withheld or delayed. The indemnification rights If the Indemnitee withholds consent in respect of a Indemnified Party contained 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 this Agreement are the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor will have the right, upon written notice to the Indemnitee within [***] 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 Indemnitor is obligated under this Contract, if any, at which time the Indemnitor’s rights which and obligations with respect to such Indemnified Party may have at law or in equity or otherwiseclaim will cease. The Indemnifying Party Indemnitor will pay directly all Third Party Liabilities incurred not be liable for defense any settlement or negotiation other disposition of any a claim hereunder or will reimburse by the Indemnified Party for all documented Third Party Liabilities incident to Indemnitee which is reached without the defense or negotiation written consent of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and chargesIndemnitor. *** Certain information on this page has been omitted and filed separately with the Commission. Confidential Treatment Requested ***treatment has been requested with respect to the omitted portions. CONFIDENTIAL F. No Warranty NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, BY FACT OR LAW, OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS CONTRACT. PATHEON MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY IN RESPECT OF THE CLIENT’S PRODUCT.

Indemnification Procedure. Each (a) Promptly following receipt by a Purchaser Indemnified Party or a Seller Indemnified Party, as applicable (an indemnifying "Indemnified Party") of ----------------- notice by a third party (an “Indemnifying Party”including any Governmental Entity) of any complaint, dispute or claim or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other party for any Purchaser Losses or any Seller Losses (as the case may be), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The such Indemnified Party shall notify Purchaser or the Seller, as the case may be (the "Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this AgreementParty"), provided however provided, however, ------------------ -------- -------- that the failure to give such notice so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnity obligation from liability hereunder except with respect to such claim only if, and only to the extent that that, such failure materially prejudices its to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights hereunderand defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall be permitted have the right, upon written notice delivered to control the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any litigation Purchaser Losses or potential litigation involving Seller Losses (as the case may be) resulting from such audit, investigation, action or proceeding, to assume the defense of any claim subject to indemnification pursuant to this Section 11.5such audit, investigation, action or proceeding, including the selection employment of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect counsel reasonably satisfactory to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such litigation. The 20-day period, then any Purchaser Losses or any Seller Losses (as the case may be), shall include the reasonable fees and disbursements of counsel for the Indemnified Party may not compromise as incurred. In any audit, investigation, action or settle such litigation without proceeding for which indemnification is being sought hereunder the prior written consent of Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such consent not action, shall have the right to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained participate in this Agreement are in addition such matter and to all other rights which retain its own counsel at such Indemnified Party may have at law or in equity or otherwiseparty's own expense. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for (as the case may be) shall at all documented Third times use reasonable efforts to keep the Indemnifying Party Liabilities incident or Indemnified Party (as the case may be) reasonably apprised of the status of the defense of any matter the defense of which it is maintaining and to cooperate in good faith with each other with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***matter,

Indemnification Procedure. Each Party, as an indemnifying If a party entitled to indemnification hereunder (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) oris aware that a claim, if Bayer is the Indemnifying Party, on ReGenX demand or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, circumstance exists that grants any rights has given or may reasonably be expected to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this AgreementArticle IX (whether or not the amount of the claim is then quantifiable), such Indemnified Party shall promptly give written notice thereof, describing in reasonable detail the nature of the claim, demand or circumstance, to the other party (“Indemnitor”), and the Indemnified Party will thereafter keep the Indemnitor reasonably informed with respect thereto, provided however that failure of the failure Indemnified Party to give such the Indemnitor prompt notice as provided herein shall not relieve the Indemnifying Party Indemnitor of its indemnity obligation obligations hereunder except to the extent extent, if any, that the Indemnitor’s rights shall have been prejudiced or the Indemnitor’s liability shall have been materially increased thereby; and provided, further, that with respect to representations and warranties contained in or made pursuant to this Agreement notice must be given prior to the end of the nine (9) month survival period set forth in Section 9.6 below. In case any such failure materially prejudices action, suit or proceeding is brought against an Indemnified Party, the Indemnitor shall be entitled to participate in (and, in its rights hereunderdiscretion, to assume) the defense thereof with counsel reasonably satisfactory to the Indemnified Party, provided, however, that the Indemnified Party shall be entitled to participate in any such action, suit or proceeding with counsel of its own 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 there may be defenses available to the Indemnified Party which are different from or in addition to those available to the Indemnitor. In no event shall Indemnitor be liable for the fees and expenses of more than one counsel, separate from its own counsel, for all Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances. The Indemnifying 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 reasonably 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 9.3, the Indemnified Party shall be permitted to control any litigation or potential litigation involving join in the defense thereof with counsel of its own selection and at its own expense. If the Indemnitor shall not assume the defense of any claim subject to indemnification pursuant to this Section 11.5claim, including action, suit or proceeding, the selection of counsel. The Indemnified Party may defend against such claim, action, suit or proceeding in such manner as it may deem appropriate, provided that an Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect not settle any claim, action, suit or proceeding which would give rise to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation Indemnitor’s liability under its indemnity without the prior written consent of the Indemnifying PartyIndemnitor, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***withheld.

Indemnification Procedure. Each PartyAny party seeking indemnification ------------------------- pursuant to this Article IV shall promptly provide written notice of any claim to the party from which it seeks indemnification within a reasonable period of time. The indemnifying Person, as an indemnifying party if it so elects, shall assume and control the defense thereof (an “Indemnifying Party”and shall consult with the indemnified person with respect thereto), shall not including the employment of counsel reasonably satisfactory to the indemnified person within ten (10) business days after receipt of the notice with respect thereto, and the payment of all necessary expenses; provided that -------- ---- as a condition precedent to the indemnifying person's right to assume control of such defense, it must first enter into an agreement with the indemnified person (in form and substance reasonably satisfactory to the indemnified person) pursuant to which the indemnifying person agrees to be permitted fully responsible for all losses relating to settle such claim and unconditionally guarantees the payment and performance of any liability or compromise any obligation which may arise with respect to such claim or action the facts giving rise to Third Party Liabilities in a manner such claim for indemnification; provided -------- further that the indemnifying person shall not have the right to assume control ------- of such defense if the claim which the indemnifying person seeks to assume control of (i) seeks non-monetary relief or (ii) involves criminal or quasi- criminal allegations; and provided further that imposes (i) the indemnifying person -------- ------- shall not consent to the imposition of any restrictions or obligations on injunction against the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, person without the other Party’s prior written consentconsent of the indemnified person, (ii) if Bayer is the Indemnifying Partyindemnifying person shall permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, that grants any rights but the fees and expenses of such counsel shall be borne by the indemnified person (except as provided below), and (iii) upon a final determination of such action, suit or proceeding, the indemnifying person shall promptly reimburse to the Licensed Technology full extent required under this Article IV the indemnified person for the full amount of any Loss resulting from such action, suit or Licensed GT Products proceeding and all reasonable and related expenses incurred by the indemnified person, other than those Bayer has fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying person (except as provided below). If the indemnifying person is permitted to assume and control the defense and elects to do so, the indemnified person shall have the right to grant under this Agreement without Dimension’s prior written consentemploy counsel separate from counsel employed by the indemnifying person in any such action and to participate in the defense thereof, or but the fees and expenses of such counsel employed by the indemnified person shall be at the expense of the indemnified person unless (i) the employment thereof has been specifically authorized by the indemnifying person in writing, (ii) the indemnifying person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying person and the indemnified person, (iii) if Dimension is the Indemnifying Partyindemnifying person has failed to assume the defense and employ counsel; or (iv) the indemnified person has reasonably determined that an adverse outcome could have a material adverse effect on its business reputation or could reasonably be expected to have a materially adverse precedential effect; in which case the fees and expenses of the indemnified person's counsel shall be paid by the indemnifying person. In the event the indemnifying person fails to elect to defend such claim in accordance with the foregoing, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify then the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementindemnified person may elect, provided however that the failure to give such notice but shall not relieve the Indemnifying Party of its indemnity obligation hereunder except be required, to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise defend against or settle such litigation without claim as it sees fit, provided that any settlement of such claim shall require the prior written consent of the Indemnifying Partyindemnifying person, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***withheld.

Indemnification Procedure. Each PartyIf any Buyer Indemnified Party or a Seller Indemnified Party (each, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) oris seeking indemnification hereunder as a result of a third party claim, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The then such Indemnified Party shall shall, within ten (10) days after becoming aware thereof, notify the parties against whom such indemnification is sought (the “Indemnifying Party within […***…] Parties”) of becoming aware the assertion in writing or the commencement of any claim claim, demand, action, suit or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementproceeding in respect thereof, provided however provided, however, that the failure to give such notice notify the Indemnifying Parties shall not relieve the Indemnifying Party of its indemnity Parties from any liability or obligation hereunder except that they may have pursuant to this paragraph or otherwise, unless such Indemnifying Parties are materially prejudiced thereby, and then only to the extent that of such damages resulting from such Indemnified Party’s delay or failure materially prejudices its rights hereunderto provide such notice. The Following such notification, the Indemnifying Parties may elect, in writing, to assume the defense of such action, suit or proceeding (and the costs related thereto) and, upon such election, the Indemnifying Parties shall not be liable for any legal costs subsequently incurred by the Indemnified Party shall (other than costs of investigation or the production of documents or witnesses) unless (i) the Indemnifying Parties have failed to provide legal counsel reasonably satisfactory to such Indemnified Party in a timely manner; or (ii) the representation of such Indemnified Party by legal counsel selected by the Indemnifying Parties would be permitted inappropriate due to control any litigation or potential litigation involving conflicts of interest. In the defense of any claim subject to indemnification pursuant to this Section 11.5claim, including the selection of counsel. The Indemnifying Parties shall act in good faith and conduct the defense actively and diligently, and in the event the Indemnifying Parties are not complying with the foregoing, the Indemnified Party shall keep have the right to assume the defense of such claim, at the sole cost and expense of the Indemnifying Parties. Nothing set forth herein shall preclude any Indemnified Party apprised from retaining its own counsel and participating in the defense of all material developments any action, suit or proceeding at its own expense. The Indemnifying Parties, or the Indemnified Party, as the case may be, shall act in good faith, shall consult with respect to the claim other party, and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation Parties will not, without the prior written consent of the Indemnifying Indemnified Party, settle, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which indemnification is sought hereunder, unless such consent not to be unreasonably withheld settlement, compromise or delayed. The indemnification rights of judgment (A) includes a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse provision unconditionally releasing the Indemnified Party from and against all liability in respect of claims by any releasing party related to or arising out of such matters or any transaction or conduct in connection therewith, (B) requires no payment by any Indemnified Party and (C) does not provide for all documented Third Party Liabilities incident to the defense any admission of liability or negotiation of wrongdoing by or for injunctive or other equitable relief against any such claim within […***…] after the Indemnifying Indemnified Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (ia) that imposes any restrictions or obligations on the An indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under Section 10.4 of this Agreement without Dimension’s prior shall give prompt written consent, or notice to SPSS (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except when and to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party the indemnified party has actual knowledge thereof) of any condition, event or occurrence or the commencement of any action, suit or proceeding for which indemnification may be sought, and SPSS, through counsel reasonably satisfactory to the indemnified party, shall assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that any indemnified party shall be permitted entitled to control participate in any litigation such action, suit or potential litigation involving proceeding with counsel of its own choice but at its own expense; and provided, further, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of SPSS, if, under applicable canons of ethics, joint representation of DeltaPoint and SPSS presents a conflict of interest. In any event, if SPSS fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for in Section 10.4. No action, suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests of SPSS without the prior written consent of SPSS (which shall not be unreasonably withheld); provided, however, that DeltaPoint may settle any claim subject or cause of action without SPSS's consent, but in such case SPSS shall not be required to indemnification pursuant reimburse DeltaPoint for its Losses except and to the extent that a court of competent jurisdiction finally determines on appeal that SPSS must indemnify DeltaPoint therefor. Notwithstanding anything in this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect 10.5 to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation contrary, SPSS shall not, without the prior written consent of the Indemnifying Partyindemnified party, such (i) settle or compromise any action, suit or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to be unreasonably withheld or delayed. The indemnification rights the indemnified party of a Indemnified Party contained written release from all liability in this Agreement are respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in addition to any manner that may materially and adversely affect the indemnified party other than as a result of money damages or other money payments. SPSS shall pay all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such expenses, including attorneys' fees, expenses, and charges. *** Confidential Treatment Requested ***that may be incurred by any indemnified party in enforcing the indemnity provided for in Section 10.4.

Indemnification Procedure. Each Party, as A party entitled to indemnification hereunder (an "INDEMNIFIED PARTY") shall notify promptly the indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities the "INDEMNIFYING PARTY") in a manner (i) that imposes any restrictions or obligations on writing of the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware commencement of any action or proceeding with respect to which a claim or claims asserted or threatened against the Indemnified Party that could give rise for indemnification may be made pursuant to a right of indemnification under this AgreementAGREEMENT; provided, provided however however, that the failure of any Indemnified PARTY to give provide such notice shall not relieve the Indemnifying Party PARTY of its indemnity obligation hereunder except obligations under this AGREEMENT. In case any claim, action or proceeding is brought against an Indemnified PARTY and the Indemnified PARTY notifies the Indemnifying PARTY of the commencement thereof, the Indemnifying PARTY shall be entitled to participate therein and to assume the defence thereof, to the extent that it chooses, with counsel reasonably satisfactory to such failure materially prejudices Indemnified PARTY, and after notice from the Indemnifying PARTY to such Indemnified PARTY that it so chooses, the Indemnifying PARTY shall not be liable to such Indemnified PARTY for any legal or other expenses subsequently incurred by such Indemnified PARTY in connection with the defence thereof other than reasonable costs of investigation; provided, however, that (i) if the Indemnifying PARTY fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) calendar days after receiving notice from such Indemnified PARTY that the Indemnified PARTY believes it has failed to do so; or (ii) if such Indemnified PARTY who is a defendant in any claim or proceeding which is also brought against the Indemnifying PARTY reasonably shall have concluded that there may be one or more legal defences available to such Indemnified PARTY which are not available to the Indemnifying PARTY; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the Indemnified PARTY shall have the right to assume or continue its rights hereunder. The own defence as set forth above (but with no more than one firm of counsel for all Indemnified PARTIES in each jurisdiction), and the Indemnifying Party PARTY shall be permitted liable for any expenses therefor. For the avoidance of doubt, the expenses referred to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to in this Section 11.5, including the selection of counsel. The Indemnified Party Clause 9.6 shall keep the Indemnifying Party apprised of all material developments with respect be confined to the claim and promptly provide fees reasonably payable, as the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party case may not compromise or settle such litigation without the prior written consent of the Indemnifying Partybe, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense counsels, lawyers, experts, auditors, valuers, tribunals, courts or negotiation of any such claim within […***…] after other related parties for participating in the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***actions or proceedings.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle Promptly after the receipt by any Indemnified Person of notice or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware discovery of any claim or claims asserted Proceeding giving rise to indemnification rights under this Section 9.3, such Indemnified Person will give the Indemnifying Person written notice of such claim or threatened against Proceeding (for purposes of this Section 9.3, a "Claim"). Within ten days of delivery of such written notice, the Indemnifying Person may, at its expense, elect to take all necessary steps properly to contest any Claim or to defend such Claim to conclusion or settlement. If the Indemnifying Person makes the foregoing election, then the Indemnifying Person will take all necessary steps to contest any such Claim or to defend such Claim to conclusion or settlement, and will notify the Indemnified Party Person of the progress of any such Claim, will permit the Indemnified Person, at such person's expense, to participate in such defense (PROVIDED, HOWEVER, that could give rise if a conflict of interest exists which would make it inappropriate, in the reasonable opinion of such Indemnified Person, for the same counsel to a right of indemnification under this Agreement, provided however that represent both the failure to give such notice shall not relieve Indemnified Person and the Indemnifying Party Person in the resolution of such Claim, then the Indemnified Person may retain separate counsel at its indemnity obligation hereunder except expense), and will provide the Indemnified Person with reasonable access to all relevant information and documents relating to the extent that Claim and the Indemnifying Person's prosecution or defense thereof. If the Indemnifying Person does not make such failure materially prejudices its rights hereunder. The Indemnifying Party election, then the Indemnified Person shall be permitted free to control any litigation or potential litigation involving handle the defense of any claim subject such Claim, will take all necessary steps to indemnification pursuant contest any such Claim or to this Section 11.5defend such Claim to conclusion or settlement, including the selection of counsel. The Indemnified Party shall keep will notify the Indemnifying Party apprised Person of all material developments with respect the progress of any such Claim, and will permit the Indemnifying Person, at the expense of the Indemnifying Person, to the claim participate in such defense and promptly will provide the Indemnifying Party Person with copies of reasonable access to all correspondence relevant information and documents exchanged by relating to the Claim and such Indemnified Party Person's defense thereof. In either case, the party not in control of a Claim will fully cooperate with, and will cause its counsel, if any, to fully cooperate with, the opposing party(ies) to other party in the conduct of the defense of such litigationClaim. The Indemnified Party may not Neither party will compromise or settle any such litigation Claim without the prior written consent of either such Indemnified Person (if the Indemnifying PartyPerson defends the Claim) or the Indemnifying Person (if such Indemnified Person defends the Claim), such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***withheld.

Indemnification Procedure. Each PartyThe Indemnitor shall be responsible for any actual out-of-pocket costs, as an indemnifying party (an “Indemnifying Party”)expenses, judgments, damages, liability and losses incurred by the Indemnitee with respect to any and all indemnified claims, and the Indemnitor, at the Indemnitor’s sole cost and expense, shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving assume the defense of any claim subject and all indemnified claims, with counsel reasonably acceptable to indemnification pursuant the Indemnitee; provided, however, that an Indemnitee shall have the right to this Section 11.5retain its own counsel, including with the selection reasonable out-of-pocket fees and expenses to be paid by the Indemnitor, if the Indemnitee reasonably believes that representation of counselsuch Indemnitee 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 in such proceeding by counsel ​ retained by the Indemnitor. The Indemnified Party shall keep the Indemnifying Party apprised settlement of all material developments with respect to the a claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying PartyIndemnitor shall not release the Indemnitor from liability with respect to such claim if the Indemnitor has unreasonably withheld consent to such settlement or has failed to provide or pay for a defense thereof as provided herein. All fees, such consent not costs and expenses to be unreasonably withheld or delayed. The indemnification rights paid by Indemnitor hereunder shall be made on a “paid as incurred” basis within thirty (30) days of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying PartyIndemnitor’s receipt of invoices for a statement or invoice therefor. Should the Indemnitor object to any such fees, costs or expenses, the Indemnitor shall nevertheless pay such fees, costs and charges. *** Confidential Treatment Requested ***expenses within said thirty (30) days which payment, if expressly stated in writing at the time of such payment to be “under protest”, shall not prejudice the Indemnitor’s right to subsequently object to such fee, cost or expense paid under protest.

Indemnification Procedure. Each Party(a) Whenever any claim shall arise for indemnification hereunder, as an indemnifying the party seeking indemnification (the "Indemnitee") shall promptly notify the other party (an “Indemnifying Party”)the "Indemnitor") of the claim and, shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that known, the facts constituting the basis for such claim. If an Indemnitor's ability to defend against a suit, action, notice, demand or proceeding by a Governmental Authority or third party ("Proceeding") is prejudiced by the failure or delay in providing such notice, the Indemnitor will not be obligated to indemnify the Indemnitee with respect to such portion of the liability arising from the Proceeding as to which the Indemnitor's ability to defend has been prejudiced by such failure materially prejudices its rights hereunderor delay. The Indemnifying Party shall be permitted An Indemnitor may, upon written notice to control any litigation or potential litigation involving the Indemnitee within 30 calendar days of receipt of a notice in respect of a Proceeding, assume the defense of any claim subject such Proceeding if the Indemnitor acknowledges the Indemnitee's right to indemnification indemnify pursuant to this Section 11.5hereto in respect of the entirety of such Proceeding. If an Indemnitor assumes the defense of any such Proceeding, including the selection of counsel. The Indemnified Party Indemnitor shall keep the Indemnifying Party apprised of all material developments with respect select counsel reasonably acceptable to the claim Indemnitee to conduct the defense of such Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly provide pursue the Indemnifying Party resolution thereof. If an Indemnitor shall have assumed the defense of any Proceeding in accordance with copies this Section, the Indemnitor shall be authorized to consent to a settlement of, or the entry of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to any judgment arising from, any such litigation. The Indemnified Party may not compromise or settle such litigation Proceeding, without the prior written consent of the Indemnifying PartyIndemnitee; PROVIDED, such consent not HOWEVER, that the Indemnitor shall pay or cause to be unreasonably withheld paid all amounts arising out of such settlement or delayedjudgment concurrently with the effectiveness thereof; PROVIDED, FURTHER, that any Remedial Action undertaken by Seller in connection with the defense of any such Proceeding in which Seller is acting as an Indemnitor shall be in accordance with the requirements of Section 4 hereof (including, without limitation, the requirement that such Remedial Action be taken as is necessary to achieve compliance with applicable Environmental Laws in effect as of the Sign-Off Date); PROVIDED, FURTHER, that an Indemnitor shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to or affect the Indemnitee, or its conduct of business; AND PROVIDED, FURTHER, that a condition to any such settlement shall be a complete and unconditional release of the Indemnitee with respect to such Proceeding. The indemnification rights An Indemnitee shall be entitled to participate in (but not control) the defense of a Indemnified Party contained any such Proceeding, with its own counsel and at its own expense; PROVIDED, HOWEVER, that the Indemnitee will not unilaterally communicate with the Persons or Governmental Authorities which have initiated or will decide such Proceeding or interfere with the Indemnitor's defense of such action, and will cooperate and consult with the Indemnitor with respect to such Indemnitee's participation in the defense of such Proceeding. An Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents and each other Indemnitee to, cooperate fully with the Indemnitor in the defense of any Proceeding pursuant to this Section. If an Indemnitor does not assume the defense of any Proceeding accordance with the terms of this Section, the Indemnitee may defend against such Proceeding in such manner as it may deem appropriate, including settling such Proceeding after giving notice of the same to the Indemnitor, on such terms as the Indemnitee may deem appropriate; PROVIDED, HOWEVER, that nothing in this Agreement are in addition Section shall limit an Indemnitor's right to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of defend itself against any claim hereunder by a Governmental Authority or will reimburse any other Person other than the Indemnified Party for all documented Third Party Liabilities incident Indemnitee arising out of or relating to the defense or negotiation subject matter of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***indemnification.

Indemnification Procedure. Each If a Claim against the Indemnifying Parties for indemnification pursuant to the provisions of Section 6.2(a) of this Agreement is to be made by any Indemnified Party, as the Indemnified Party shall give notice reasonably describing such Claim to Seller and Seller Parent promptly after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Losses for which indemnification may be sought under Section 6.2(a). In the event a third-party Claim against an indemnifying Indemnified Party arises that is covered by the indemnity provisions of Section 6.2(a) of this Agreement, provided that the Indemnifying Parties admit in writing to the party seeking indemnification that such Claim is covered by the indemnity provisions of Section 6.2(a) hereof to the extent such Claim proves to be true, the Indemnifying Parties shall have the right to contest and defend by all appropriate legal proceedings such Claim and to control all settlements (an “unless the party seeking indemnification agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such Claims at the sole cost and expense of the Indemnifying Party”)Parties; provided, however, that the Indemnifying Parties may not effect any settlement that could result in any cost, expense or liability to, or have any Material Adverse Effect upon, the Indemnified Party unless such party consents in writing to such settlement and the Indemnifying Parties agree to indemnify such party therefor, which consent shall not be permitted to settle unreasonably withheld and which consent or compromise any claim or action giving rise to Third Party Liabilities objection thereto must be provided in a timely manner as the circumstances dictate and in any event within ten (i10) business days of such request. In the event the Indemnifying Parties do not admit in writing to an Indemnified Party seeking indemnification that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) orsuch Claim, if Bayer true, is covered by the indemnity provisions of Section 6.2(a) hereof, the Indemnified Party shall take such actions as it deems necessary to defend such Claim; provided, however, that the Indemnified Party may not effect any settlement that could result in any cost, expense, liability to, or have any Material Adverse Effect upon, any Indemnifying Party without the consent of such Indemnifying Party, on ReGenX which consent shall not be unreasonably withheld and which consent or its licensors under objection thereto must be provided in a timely manner as the Existing Licenses, without the other Party’s prior written consent, circumstances dictate and in any event within ten (ii10) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentbusiness days of such request. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of seeking indemnification may select counsel to participate in any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementdefense, provided however that the failure to give in which event such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party counsel shall be permitted to control any litigation or potential litigation involving at the defense sole cost and expense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnified

Indemnification Procedure. Each If any indemnified party under this Clause 14 (the “Indemnified Party, as an indemnifying ”) receives notice of any claim or the commencement of any action or proceeding with respect to which any party is obligated to provide indemnification pursuant to this Clause 14 (an the “Indemnifying Party”), such Indemnified Party shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is promptly notify the Indemnifying Party, on ReGenX or its licensors under the Existing Licensesin writing, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderclaim. The Indemnifying Party shall have twenty (20) business days after said notice is given to elect, by written notice given to such Indemnifying Party, to undertake, conduct and control, through counsel of their own choosing (subject to the consent of such Indemnified Party, such consent not to be permitted to control any litigation unreasonably withheld) and at their sole risk and expense, the good faith settlement or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5such claim, including the selection of counsel. The and such Indemnified Party shall keep cooperate with the Indemnifying Party apprised of in connection therewith; provided: (a) all material developments settlements require prior reasonable consultation with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(iesprior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, and (b) to such litigation. The the Indemnified Party may shall be entitled to participate in such settlement or defense through counsel chosen by the Indemnified Party (provided that the fees and expenses of such counsel shall be borne by the Indemnified Party). So long as the Indemnifying Party is contesting any such claim in good faith, the Indemnified Party shall not compromise pay or settle any such litigation without claim. If the Indemnifying Party does not make a timely election to undertake the good faith defense or settlement of the claim as aforesaid, or if the Indemnifying Party fails to proceed with the good faith defense or settlement of the matter after making such election, then, in either such event, the Indemnified Party shall have the right to contest, settle or compromise (provided, that, all settlements or compromises require the prior reasonable consultation with the Indemnifying Party and the prior written consent of the Indemnifying Party, such which consent shall not to be unreasonably withheld withheld, conditioned or delayed. The indemnification rights ) the claim at their exclusive discretion, at the risk and expense of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt . Regardless of invoices for such feeswhich party is controlling the defense of any claim, expenses, each party shall act in good faith and charges. *** Confidential Treatment Requested ***shall provide reasonable documents and cooperation to the party handling the defense.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (ia) that imposes any restrictions or obligations on the An indemnified party (an “the "Indemnified Party”") or, if Bayer is under this Article VII shall give prompt written notice to each potentially liable person or entity (the Indemnifying "Responsible Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, ") (ii) if Bayer is the Indemnifying Party, that grants any rights when and to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, extent that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right has actual knowledge thereof) of indemnification under this Agreementan Indemnification Event (as defined hereinafter); provided however, provided however that the failure to give such notice so notify the Responsible Party shall not relieve the Indemnifying Responsible Party of its indemnity any indemnification obligation hereunder unless such failure substantially prejudices the Responsible Party. An "Indemnification Event" shall be any condition, event or occurrence, or the commencement of any action, suit or proceeding, for which indemnification may be sought hereunder, and, except as otherwise provided in subsection (b) hereof, the Responsible Party, through counsel reasonably satisfactory to the extent Indemnified Party, shall assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that such failure materially prejudices its rights hereunder. The Indemnifying any Indemnified Party shall be permitted entitled to control participate in any litigation such action, suit or potential litigation involving the defense proceeding with counsel of its own choice but at its own expense; and provided further, that any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the Indemnifying expense of the Responsible Party apprised if, in the good faith judgment of all material developments with respect the Indemnified Party's counsel, representation by the Responsible Party's counsel may present a conflict of interests. In any event, if the Responsible Party fails to assume the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by defense within a reasonable time, the Indemnified Party may assume such defense or other indemnification obligation and the opposing party(ies) to such litigationreasonable fees and expenses of its attorneys will be covered by the indemnity provided for in this Article VII. The No action, suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests of either the Indemnified Party may not compromise or settle such litigation the Responsible Party without the prior written consent of such party (which shall not be unreasonably withheld). Notwithstanding anything in this Section 7.3 to the Indemnifying contrary, the Responsible Party shall not, without the written consent of the Indemnified Party, such settle or compromise any action, suit or proceeding or consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the entry of any claim hereunder judgment which does not include as an unconditional term thereof the delivery by the claimant or will reimburse plaintiff to the Indemnified Party for of a written release from all documented Third liability in respect of such action, suit or proceeding. The Responsible Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such shall pay all expenses, including attorneys' fees, expenses, and charges. *** Confidential Treatment Requested ***that may be incurred by any Indemnified Party in enforcing the indemnity provided for in this Article VII.

Indemnification Procedure. Each PartyWithin 10 days after receipt by an ------------------------- indemnified party hereunder of written notice of the commencement of any action or proceeding involving a claim referred to in Section 5.1, as such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party (an “Indemnifying Party”)party, shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior give written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights notice to the Licensed Technology or Licensed GT Products other than those Bayer has latter of the right to grant under this Agreement without Dimension’s prior written consentcommencement of such action; provided, or (iii) if Dimension is the Indemnifying Partyhowever, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure of any indemnified party to give such notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its indemnity obligation hereunder obligations under Section 5.1 except to the extent that the indemnifying party is actually prejudiced by such failure materially prejudices to give notice. In any case any such action or proceeding is brought against any indemnified party, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its rights hereunderelection so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal fees and expenses subsequently incurred by the latter in connection with the defense thereof, unless in such indemnified party's reasonable judgment an actual or potential conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, in which case the indemnifying party shall not be liable for the fees and expenses of (i) in the case of a claim referred to in Section 5.1(a), more than one counsel (in addition to any local counsel) for all indemnified parties selected by the Affiliate Stockholders holding a majority (by number of shares) of the Registrable Securities held by such indemnified parties, or (ii) in the case of a claim referred to in Section 5.1(b), more than one counsel (in addition to any local counsel) for DST, in each case in connection with any one action or separate but similar or related actions or proceedings. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5indemnifying party will not, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of each indemnified party, settle or compromise or consent to the Indemnifying Partyentry of any judgment in any pending or threatened claim, action, suit, investigation or proceeding in respect of which indemnification may be sought hereunder (whether or not such consent indemnified party or any Person who controls such indemnified party is a party to such claim, action, suit, investigation or proceeding). Whether or not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for the defense or negotiation of any claim hereunder or action is assumed by the indemnifying party, such indemnifying party will reimburse not be subject to any liability for any settlement made without its consent, which consent will not be unreasonably withheld. Notwithstanding anything to the Indemnified Party for all documented Third Party Liabilities incident contrary set forth herein, and without limiting any of the rights set forth above, in any event any indemnified party will have the right to retain, at its own expense, counsel with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***a claim.

Indemnification Procedure. Each PartyTo the extent reasonably feasible, as an indemnifying party CHOP shall notify Customer in writing of any Claim that, in CHOP’s reasonable judgment, is likely to lead to a claim for indemnification. Customer shall promptly assume the entire defense of such Claim following CHOP’s written notice, and shall, promptly upon notice from CHOP of any prior expenses, reimburse any CHOP Indemnitee for any expenses, fees or costs incurred by any CHOP Indemnitee with respect to defense of such Claim prior to the date of Customer’s assumption of the defense. Customer shall have the right to manage the defense and settlement of any Claim, except that (an “Indemnifying Party”)A) Customer shall consult with the affected CHOP Indemnitee regularly with respect to all material matters pertaining to the defense of any such Claim; (B) CHOP shall have the right to approve Customer’s choice of counsel to defend any such Claim, which approval shall not be permitted to settle or compromise unreasonably withheld by CHOP and (C) Customer may not enter into any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes settlement on behalf of any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, CHOP Indemnitee without the other PartyCHOP’s prior written consentapproval, (ii) if Bayer is the Indemnifying Party, that grants which approval shall not be unreasonably withheld by CHOP. CHOP may not enter into any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware settlement of any claim such Claim as to which Customer has an obligation to indemnify CHOP without the written permission of Customer, which approval shall not be unreasonably withheld by Customer. CHOP shall use commercially reasonable efforts to cooperate with Customer in the defense of the Claim at Customer’s sole expense. CHOP may hire its own counsel, at its own expense, to monitor the defense of any Claim in which case Customer shall use commercially reasonable efforts at its sole expense to cooperate with CHOP in the defense of the Claim by CHOP’s selected counsel. In addition, CHOP may elect to assume control of the defense of such Claim. CHOP’s hiring of its own counsel or claims asserted or threatened against the Indemnified Party that could give rise to a right assumption of indemnification under this Agreement, provided however that the failure to give such notice its own defense shall not relieve the Indemnifying Party Customer of its indemnity obligation hereunder obligations to indemnify or further defend any CHOP Indemnitee with respect to such Claim except to the extent that any CHOP Indemnitee receives a final judgment of gross negligence or willful or intentional misconduct by such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments CHOP Indemnitee with respect to the claim and promptly provide the Indemnifying Party such Claim in which case Customer shall be relieved of its indemnity obligation with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) respect to such litigationClaim as to such CHOP Indemnitee. The Indemnified Party CHOP and Customer may not compromise execute such mutually acceptable Confidentiality and Joint Defense Agreements to protect privileged materials as shall be usual and customary in such proceedings and as shall be requested in writing by either CHOP or settle such litigation without Customer. No Warranty. Customer acknowledges that the prior written consent Project Deliverables are experimental in nature and may have unknown characteristics, may carry infectious agents, or may be otherwise hazardous. THE PROJECT DELIVERABLES ARE PROVIDED "AS IS" AND CHOP (INCLUDING THE CHOP INDEMNITEES) DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROJECT DELIVERABLES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR ANY WARRANTY THAT THE USE OF THE PROJECT DELIVERABLES WILL NOT INFRINGE OR VIOLATE ANY PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY. Without limitation of the Indemnifying Partyforegoing, such consent not to be unreasonably withheld CHOP (including the CHOP Indemnitees) makes no representation or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident warranty as to the defense identity, purity, safety, fitness, or negotiation activity of any such claim within […***…] after the Indemnifying Party’s receipt Project Deliverables except for the attributes as indicated on the Certificate of invoices for such feesAnalysis. CUSTOMER’S EXCLUSIVE REMEDY UNDER THIS AGREEMENT IS, expensesAT CHOP ’S SOLE OPTION, and chargesA CREDIT FOR, OR RE-PERFORMANCE OF, THE SERVICES. *** Confidential Treatment Requested ***IN NO EVENT WILL CHOP BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR PROPERTY DAMAGE SUSTAINED BY CUSTOMER FROM THE USE OF, OR INABILITY TO USE, ANY PROJECT DELIVERABLES OR RESULTS, EVEN IF CHOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AS TO ANY CHOP LIABILITY NOT SUBJECT TO THE FOREGOING, CHOP ’S MAXIMUM LIABILITY WILL NOT EXCEED THE AGGREGATE AMOUNT PAID BY CUSTOMER TO NAME OF CORE SERVICE FACILITY AT CHOP FOR THE CORE SERVICES IN QUESTION.

Indemnification Procedure. Each Party, as (a) An Indemnified Person that seeks indemnity under this Article VIII will give written notice certified by an indemnifying party officer of the Indemnified Person (an “Officer’s Certificate”) to the Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner Person containing (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) ora description and, if Bayer is known, the Indemnifying Partyestimated amount of any Losses incurred or reasonably expected to be incurred by the Indemnified Person (including, on ReGenX or its licensors under if appropriate, an estimate of all costs and expenses reasonably expected to be incurred by the Existing Licenses, without the other Party’s prior written consentIndemnified Person by reason of such claim), (ii) if Bayer is a reasonably detailed explanation of the Indemnifying Party, that grants any rights basis for the Officer’s Certificate to the Licensed Technology or Licensed GT Products other than those Bayer has extent of the right to grant under this Agreement without Dimension’s prior written consentfacts then known by the Indemnified Person, or and (iii) if Dimension is a demand for payment of those Losses, provided, however, that in order to be valid any such Officer’s Certificate must be delivered to the Indemnifying Person or prior to the expiration, if applicable, of any applicable representations as set forth in Section 8.1. Within forty-five (45) days after delivery of an Officer’s Certificate, the Indemnifying Person may deliver to the Indemnified Person a written response in which the Indemnifying Person will either (A) agree that the Indemnified Person is entitled to receive payment of all of the Losses at issue in the Officer’s Certificate or (B) dispute the Indemnified Person’s entitlement to indemnification by delivering a notice of objection to the Indemnified Person (the “Indemnity Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If the Indemnifying Person takes neither of the foregoing actions within forty-five (45) days after delivery of the Officer’s Certificate, then the Indemnifying Person will be deemed to have irrevocably accepted the Officer’s Certificate. If the Indemnifying Person delivers an Objection Notice to the Indemnified Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by then the Indemnified Party and the opposing party(iesIndemnifying Person will attempt in good faith, for a period of thirty (30) days from the Indemnified Person’s receipt of the Indemnity Objection Notice, to agree to the amount of the Losses at issue in the Officer’s Certificate. Any resolution by the Indemnified Person and the Indemnifying Person during such thirty (30) day period as to any or all of the Losses at issue in the Officer’s Certificate will be final and binding with respect to such litigationLosses. The Indemnified Party may With respect to Losses at issue in the Officer’s Certificate which are not compromise or settle resolved by the end of thirty (30) day period, the amount of such litigation without Losses at issue in the prior written consent of Officer’s Certificate (less the amount, if any, acknowledged in the Indemnity Objection Notice by the Indemnifying PartyPerson as due the Indemnified Person), such consent not will be treated as a disputed claim to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident settled pursuant to the defense or negotiation terms of any such claim within this Agreement. Confidential Portions of this Exhibit marked as […***…] after have been omitted pursuant to a request for confidential treatment and have been filed separately with the Indemnifying Party’s receipt of invoices for such fees, expenses, Securities and charges. *** Confidential Treatment Requested ***Exchange Commission.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes Promptly after receipt by a Buyer Indemnified Party of notice by a third party of any restrictions complaint or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer commencement of any action or proceeding with respect to which indemnification is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant being sought under this Agreement without Dimension’s prior written consentAgreement, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The such Buyer Indemnified Party shall notify the Indemnifying Seller Indemnitors Representative of such complaint or of the commencement of such action or proceeding; provided, however, that failure to so notify such party shall not relieve Sellers from liability for such claims arising other than under this Agreement and such failure to so notify the such party shall relieve Sellers from liability which Sellers may have under this Agreement with respect to such claim if, but only if, and only to the extent that, such failure to notify the Sellers results in the forfeiture by Sellers of rights and defenses otherwise available to Sellers with respect to such claim. Sellers shall have the right, upon written notice to the Buyer Indemnified Party within […***…] from the Seller Indemnitors Representative, to assume the defense of becoming aware such action or proceeding, including the employment of counsel reasonably satisfactory to the Buyer Indemnified Party and the payment of the fees and disbursements of such counsel as incurred. If Sellers do not elect to assume control of the defense of any claim such claims, Sellers shall be bound by the results otherwise obtained with respect to such claim. In the event, however, that Sellers decline or claims asserted fail to assume the defense of the action or threatened against the proceeding or to employ counsel reasonably satisfactory to such Buyer Indemnified Party, in either case in a timely manner, then such Buyer Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and Sellers shall pay the reasonable fees and disbursements of such counsel upon receipt of an invoice; provided, however, that could give rise Sellers shall not be required to a right pay the fees and disbursements of more than one counsel for all Buyer Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought under this Agreement, provided however that the failure Buyer Indemnified Parties or Sellers, whichever is not assuming the defense of such action, shall have the right to give participate in such notice shall not relieve the Indemnifying Party of litigation and to retain its indemnity obligation hereunder except to the extent that own counsel at such failure materially prejudices its rights hereunderparty's own expense. The Indemnifying Party Buyer Indemnified Parties or Sellers, as the case may be, shall be permitted at all times use reasonable efforts to control any litigation keep Sellers or potential litigation involving the Buyer Indemnified Parties, as the case may be, reasonably apprised of the status of the defense of any claim subject the defense of which they are maintaining, and to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments cooperate in good faith with each other with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***action.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of To obtain indemnification under this Agreement, provided however that the failure to give such notice Indemnitee shall not relieve the Indemnifying Party of its indemnity obligation hereunder except submit to the Chief Financial Officer of the Company (or to such other officer as may be designated by the Board) a written request, including 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. Such officer of the Company shall, promptly on receipt of such a request for indemnification, advise the Board in writing that such failure materially prejudices its rights hereunderIndemnitee has requested indemnification. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to On written request by Indemnitee for indemnification pursuant to this Section 11.5section 9(a), including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the claim and promptly provide the Indemnifying Party with copies specific case: (i) if a Change of all correspondence and documents exchanged Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the Indemnified Party Board or the stockholders, in which case by the person or persons or in the manner provided in clause (ii) or (iii) of this section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Board, by the stockholders of the Company; or (iii) as provided in section 10(b) of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity on reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons, or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the opposing party(ies) Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to section 9(b), the Independent Counsel shall be selected as provided in this section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such litigationselection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in section 1, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel, unless and until a court shall have determined that such objection is without merit. If, within twenty days after submission by Indemnitee of a written request for indemnification pursuant to section 9(a), no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under section 9(b). The Indemnified Party may not compromise or settle Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such litigation without Independent Counsel in connection with acting pursuant to section 9(b), and the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to Company shall pay all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities reasonable fees and Expenses incident to the defense procedures of this section 9(c), regardless of the manner in which such Independent Counsel is selected or negotiation appointed. On the due commencement of any judicial proceeding or arbitration pursuant to section 11(a)(iii), Independent Counsel shall be discharged and relieved of any further responsibility in such claim within […***…] after capacity (subject to the Indemnifying Party’s receipt applicable standards of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***professional conduct then prevailing).

Indemnification Procedure. Each If a Claim against Buyer for indemnification pursuant to the provisions of Section 6.3(a) of this Agreement is to be made by any Seller Indemnified Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The such Seller Indemnified Party shall notify the Indemnifying give notice of such Claim to Buyer promptly after such Seller Indemnified Party within […***…] of becoming becomes aware of any claim fact, condition or claims asserted or threatened against the Indemnified Party that could event which may give rise to Losses for which indemnification may be sought under Section 6.3(a). In the event a right third-party Claim against a Seller Indemnified Party arises that is covered by the indemnity provisions of indemnification under Section 6.3(a) of this Agreement, provided however that Buyer admits in writing to the failure to give party seeking indemnification that such notice shall not relieve Claim is covered by the Indemnifying Party indemnity provisions of its indemnity obligation hereunder except Section 6.2(a) hereof to the extent such Claim proves to be true, Buyer shall have the right to contest and defend by all appropriate legal proceedings such Claim and to control all settlements (unless Seller agrees to assume the cost of settlement and to forgo such indemnity) and to select lead counsel to defend any and all such Claims at the sole cost and expense of Buyer; provided, however, that Buyer may not effect any settlement that could result in any cost, expense or liability to, or have any Material Adverse Effect upon, the Seller Indemnified Parties unless Seller consents in writing to such settlement and Buyer agrees to indemnify the Seller Indemnified Parties therefor, which consent shall not be unreasonably withheld and which consent or objection thereto must be provided in a timely manner as the circumstances dictate and in any event within ten (10) business days of such request. In the event Buyer does not admit in writing to a Seller Indemnified Party seeking indemnification that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving Claim, if true, is covered by the defense indemnity provisions of any claim subject to indemnification pursuant to this Section 11.56.3(a) hereof, including the selection of counsel. The Seller Indemnified Party shall keep take such actions as it deems necessary to defend such Claim; provided, however, that the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Seller Indemnified Party may not compromise effect any settlement that could result in any cost, expense, liability to, or settle such litigation have any Material Adverse Effect upon Buyer without the prior written consent of the Indemnifying PartyBuyer, such which consent shall not to be unreasonably withheld and which consent or delayedobjection thereto must be provided in a timely manner as the circumstances dictate and in any event within ten (10) business days of such request. The indemnification rights of a Seller Indemnified Party contained seeking indemnification may select counsel to participate in this Agreement are any defense, in addition to all other rights which event such counsel shall be at the sole cost and expense of such Seller Indemnified Party may have at law or in equity or otherwiseParty. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of In connection with any such claim within […***…] after third party Claim, the Indemnifying Party’s receipt of invoices for such fees, expenses, Parties shall cooperate with each other and charges. *** Confidential Treatment Requested ***provide each other with access to relevant books and records in their possession.

Indemnification Procedure. Each PartyAny party seeking indemnification ------------------------- pursuant to this Article IV shall promptly provide written notice of any claim to the party from which it seeks indemnification within a reasonable period of time. The indemnifying Person, as an indemnifying party if it so elects, shall assume and control the defense thereof (an “Indemnifying Party”and shall consult with the indemnified person with respect thereto), shall not including the employment of counsel reasonably satisfactory to the indemnified person within ten (10) business days after receipt of the notice with respect thereto, and the payment of all necessary expenses; provided that -------- ---- as a condition precedent to the indemnifying person's right to assume control of such defense, it must first enter into an agreement with the indemnified person (in form and substance reasonably satisfactory to the indemnified person) pursuant to which the indemnifying person agrees to be permitted fully responsible for all losses relating to settle such claim and unconditionally guarantees the payment and performance of any liability or compromise any obligation which may arise with respect to such claim or action the facts giving rise to Third Party Liabilities in a manner such claim for indemnification; provided -------- further that the indemnifying person shall not have the right to assume control ------- of such defense if the claim which the indemnifying person seeks to assume control of (i) seeks non-monetary relief or (ii) involves criminal or quasi-criminal allegations; and provided further that imposes (i) the indemnifying -------- ------- person shall not consent to the imposition of any restrictions or obligations on injunction against the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, person without the other Party’s prior written consentconsent of the indemnified person, (ii) if Bayer is the Indemnifying Partyindemnifying person shall permit the indemnified person to participate in such conduct or settlement through counsel chosen by the indemnified person, that grants any rights but the fees and expenses of such counsel shall be borne by the indemnified person (except as provided below), and (iii) upon a final determination of such action, suit or proceeding, the indemnifying person shall promptly reimburse to the Licensed Technology full extent required under this Article IV the indemnified person for the full amount of any Loss resulting from such action, suit or Licensed GT Products proceeding and all reasonable and related expenses incurred by the indemnified person, other than those Bayer has fees and expenses of counsel for the indemnified person incurred after the assumption of the conduct and control of such action, suit or proceeding by the indemnifying person (except as provided below). If the indemnifying person is permitted to assume and control the defense and elects to do so, the indemnified person shall have the right to grant under this Agreement without Dimension’s prior written consentemploy counsel separate from counsel employed by the indemnifying person in any such action and to participate in the defense thereof, or but the fees and expenses of such counsel employed by the indemnified person shall be at the expense of the indemnified person unless (i) the employment thereof has been specifically authorized by the indemnifying person in writing, (ii) the indemnifying person has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the indemnifying person and the indemnified person, (iii) if Dimension is the Indemnifying Partyindemnifying person has failed to assume the defense and employ counsel; or (iv) the indemnified person has reasonably determined that an adverse outcome could have a material adverse effect on its business reputation or could reasonably be expected to have a materially adverse precedential effect; in which case the fees and expenses of the indemnified person's counsel shall be paid by the indemnifying person. In the event the indemnifying person fails to elect to defend such claim in accordance with the foregoing, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify then the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementindemnified person may elect, provided however that the failure to give such notice but shall not relieve the Indemnifying Party of its indemnity obligation hereunder except be required, to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise defend against or settle such litigation without claim as it sees fit, provided that any settlement of such claim shall require the prior written consent of the Indemnifying Partyindemnifying person, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***withheld.

Indemnification Procedure. Each PartyIf any of the Seller Related Parties or the Purchaser Related Parties (as the case may be) (each, as an indemnifying party (an “Indemnifying PartyIndemnitee”)) is entitled to defense or indemnification under any provision in this Agreement, the Party required to provide defense or indemnification (the “Indemnitor”) to such Indemnitee shall not be permitted obligated to settle defend, indemnify or compromise hold harmless such Indemnitee unless and until such Indemnitee provides written notice to such Indemnitor reasonably promptly after such Indemnitee has actual knowledge of any facts or circumstances which provide the basis for such Indemnitee's claim or action giving rise for defense and indemnification (each, an "Indemnification Claim") and describing in reasonable detail the facts and circumstances providing the basis for such Indemnification Claim. If an Indemnitor has an obligation under this Agreement to Third Party Liabilities in a manner defend, indemnify and hold harmless the Indemnitee, such Indemnitor shall assume such defense and provide such indemnification, at the Indemnitor’s sole cost and expense, and shall use good faith efforts consistent with reasonably prudent business judgment to provide such defense, provided that (i) that imposes the counsel for the Indemnitor who is conducting such defense shall be reasonably satisfactory to the Indemnitee (unless selected by Indemnitor’s insurance company); (ii) the Indemnitee, at its sole cost and expense, may participate in, but shall not control or interfere with, such defense; and (iii) the Indemnitor shall not enter into any restrictions writing stating any admission of liability or culpability or any settlement or other agreement which requires any performance by the Indemnitee, other than the payment of money which shall be paid by the Indemnitor, unless the Indemnitee is fully released in writing from all liabilities, duties and obligations on relating thereto. An Indemnitor shall not be obligated hereunder to indemnify the indemnified party (an “Indemnified Party”) orIndemnitee with respect to any settlement agreement relating to any action, if Bayer suit, proceeding, investigation or like matter which is asserted, initiated or threatened by a person or entity other than the Indemnifying Partyparties hereto and/or their Affiliates and/or their respective successors and assigns, on ReGenX or its licensors under the Existing Licenses, which agreement such Indemnitee enters into without the other PartyIndemnitor’s prior written consent, (ii) if Bayer is which consent may be withheld in the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without DimensionIndemnitor’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentsole discretion. The Indemnified Party provisions of this Section 6.12 shall notify survive the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice Closing (and shall not relieve be deemed merged into any instrument of conveyance delivered at the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Closing).

Indemnification Procedure. Each PartyThe obligation of the Company, Buyer, Parent or Seller, as an indemnifying applicable (the "INDEMNIFYING PARTY"), to indemnify, hold harmless, defend and reimburse another party (an “Indemnifying Party”)the "INDEMNIFIED PARTY", which with respect to Seller shall also include all Seller Indemnified Persons and with respect to the Buyer shall also include all Buyer Indemnified Persons) under Section 11.01 hereof with respect to any claim for which such indemnification is sought (a "CLAIM") is conditioned upon receiving from such Indemnified Party written notice of such Claim promptly after such Indemnified Party becomes aware of such Claim; provided, however, that any delay in giving such notice shall not be permitted release an Indemnifying Party from its obligations under this Article XI except to the extent and only to the extent that such Indemnified Party was prejudiced by such delay. The Indemnifying Party shall at its sole expense defend, contest, settle or compromise otherwise protect against any claim Claim (including without limitation by taking reasonably necessary or appropriate action giving rise to Third Party Liabilities in a manner remediate) with legal counsel or other appropriate consultants or experts (icollectively, "EXPERTS") of its own selection that imposes any restrictions or obligations on the indemnified party (an “are reasonably satisfactory to such Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify have the right, but not the obligation, to (i) elect to defend, contest, settle or otherwise protect against such claims with Experts of its own choice, (ii) participate in the defense, contest, settlement or other protection of such claims with Experts of its own choice, and (iii) assert any and all defenses, cross claims or counterclaims it may have; provided, however, that such election, participation and assertion shall be at the Indemnified Party's sole cost and expense, notwithstanding anything in this Agreement to the contrary, unless (x) the Indemnified and Indemnifying Parties have agreed otherwise, (y) representation of both parties by the same Experts would be inappropriate due to actual or potential differing interests between them or (z) the Indemnifying Party within […***…] of becoming aware of any claim fails to take reasonably necessary or claims asserted or threatened against appropriate action and employ appropriate Experts that are reasonably satisfactory to the Indemnified Party that could give rise to within a right reasonable period of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereundertime. The Indemnifying Party shall not be permitted to control liable for any litigation settlement of a Claim effected without its prior written consent (which shall not be unreasonably withheld, delayed or potential litigation involving conditioned). The Indemnifying Party shall not settle any Claim without the defense relevant Indemnified Party's prior written consent (which shall not be unreasonably withheld, conditioned or delayed) unless the settlement includes an unconditional general release of any claim such Indemnified Party from all Liabilities that are the subject to indemnification pursuant to this Section 11.5, including matter of the selection of counselproceeding. The Indemnified Party shall keep cooperate, and shall cause each other Indemnified Party to at all times cooperate, in all reasonable ways with, make (subject to the assertion of attorney-client and other applicable privileges) its respective relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise in its defense, contest, settlement or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation protection of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident Claim subject to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***indemnification

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (ia) that imposes any restrictions or obligations on the An indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under SECTION 10.4 of this Agreement without Dimension’s prior shall give prompt written consent, or notice to SPSS (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except when and to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party the indemnified party has actual knowledge thereof) of any condition, event or occurrence or the commencement of any action, suit or proceeding for which indemnification may be sought, and SPSS, through counsel reasonably satisfactory to the indemnified party, shall assume the defense thereof or other indemnification obligation with respect thereto; PROVIDED, HOWEVER, that any indemnified party shall be permitted entitled to control participate in any litigation such action, suit or potential litigation involving proceeding with counsel of its own choice but at its own expense; and PROVIDED, FURTHER, that any indemnified party shall be entitled to participate in any such action, suit or proceeding with counsel of its own choice at the expense of SPSS, if, under applicable canons of ethics, joint representation of DeltaPoint and SPSS presents a conflict of interest. In any event, if SPSS fails to assume the defense within a reasonable time, the indemnified party may assume such defense or other indemnification obligation and the reasonable fees and expenses of its attorneys will be covered by the indemnity provided for in SECTION 10.4. No action, suit or proceeding for which indemnification may be sought shall be compromised or settled in any manner which might adversely affect the interests of SPSS without the prior written consent of SPSS (which shall not be unreasonably withheld); PROVIDED, HOWEVER, that DeltaPoint may settle any claim subject or cause of action without SPSS's consent, but in such case SPSS shall not be required to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect reimburse DeltaPoint for its Losses except and to the claim and promptly provide extent that a court of competent jurisdiction finally determines on appeal that SPSS must indemnify DeltaPoint therefor. Notwithstanding anything in this SECTION 10.5 to the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation contrary, SPSS shall not, without the prior written consent of the Indemnifying Partyindemnified party, such (i) settle or compromise any action, suit or proceeding or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to be unreasonably withheld or delayed. The indemnification rights the indemnified party of a Indemnified Party contained written release from all liability in this Agreement are respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in addition to any manner that may materially and adversely affect the indemnified party other than as a result of money damages or other money payments. SPSS shall pay all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such expenses, including attorneys' fees, expenses, and charges. *** Confidential Treatment Requested ***that may be incurred by any indemnified party in enforcing the indemnity provided for in SECTION 10.4.

Indemnification Procedure. Each Promptly after the incurrence of any Losses by any Purchaser Indemnified Person or Company Stockholder Indemnified Person (an “Indemnified Party”), or receipt by an Indemnified Party of notice of a Third Party Claim for which such Indemnified Party is entitled to indemnification pursuant to Section 11.1 or 11.2 (an “Indemnifiable Claim”), such Indemnified Party will give the Stockholders Representative written notice thereof, and if the Indemnified Party is a Company Stockholder Indemnified Party, the Stockholders Representative shall also provide the Purchaser with written notice thereof (an “Indemnification Notice”); provided, however, that delay or failure to so notify the Stockholders Representative and Purchaser, as an applicable, shall only relieve the indemnifying party Party (an “Indemnifying Party”), shall not be permitted ) of its obligations to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) orextent, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Partyat all, that grants any rights to the Licensed Technology it is materially prejudiced by reasons of such delay or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentfailure. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged Such Indemnification Notice by the Indemnified Party shall describe the Indemnifiable Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Stockholders Representative, in the case the Indemnified Party is a Purchaser Indemnified Person, and the opposing party(iesPurchaser, in the case the Indemnified Party is a Company Stockholder Indemnified Person, as applicable, shall have a period of thirty (30) days within which to respond to such litigationIndemnification Notice. If the Stockholders Representative or Purchaser, as applicable, accepts responsibility for the entirety of such Indemnifiable Claim within such thirty (30) day period, the Stockholders Representative or Purchaser, whichever is the Indemnifying Party as the case may be, shall be entitled to compromise or defend, at its own expense and by counsel chosen by it and reasonably satisfactory to the Indemnified Party, such matter. If the Stockholders Representative (on behalf of the Company Stockholder Indemnified Persons) or Purchaser (on behalf of the Purchaser Indemnified Persons), as applicable, rejects responsibility for the matter set forth in an Indemnification Notice in whole or in part or does not respond within thirty (30) calendar days after receiving such Indemnification Notice, the Indemnified Party shall be free to pursue, without prejudice to any of its rights hereunder, such remedies as may be available to the Indemnified Party under applicable Law at the Indemnifying Party’s expense. The applicable Indemnified Party agrees to cooperate fully with the Stockholders Representative or Purchaser, as the case may not compromise or settle be, and its respective counsel in the defense against any such litigation Indemnifiable Claim. In any event, the Indemnified Party shall have the right to participate in a non-controlling manner and at its own expense in the defense of such Indemnifiable Claim. Neither the Stockholders Representative nor Purchaser shall enter into a settlement of such Indemnifiable Claim without the prior written consent of the Indemnifying Party, such consent Indemnified Party (not to be unreasonably withheld withheld, conditioned or delayed), and until such consent is obtained the Stockholders Representative or Purchaser, as applicable, shall continue the defense of such Indemnifiable Claim. If a firm offer is made to settle an Indemnifiable Claim (i) that does not involve any admission of liability or wrongdoing by any Indemnified Party or its Affiliates or the creation of financial or other obligation on the part of the Indemnified Party or its Affiliates, (ii) provides for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Indemnifiable Claim, (iii) does not involve injunctive relief binding upon the Indemnified Party or any of its Affiliates, and (iv) such settlement does not encumber any of the material assets of any Indemnified Party or impose any restriction or condition that would apply to or materially affect any Indemnified Party or the conduct of any Indemnified Party’s business, and the Indemnifying Party desires to accept and agree to such offer, the Stockholders Representative or Purchaser, as applicable, shall give written notice to that effect to the Indemnified Party. The Indemnified Party shall thereupon have the option of either consenting to such firm offer or assuming the defense of such Indemnifiable Claim. If the Indemnified Party fails to consent to such firm offer within thirty (30) calendar days after its receipt of such notice, and also fails to assume defense of such Indemnifiable Claim, the Stockholders Representative or Purchaser, as applicable, may settle the Indemnifiable Claim upon the terms set forth in such firm offer to settle such Indemnifiable Claim. If the Indemnified Party has assumed the defense pursuant to this Section 11.5, it shall not agree to any settlement without the written consent of the Stockholders Representative (in the case the Indemnified Party is a Purchaser Indemnified Person) or the Purchaser (in the case the Indemnified Party is a Company Stockholder Indemnified Person), in each case which such consent shall not be unreasonably withheld, conditioned or delayed. The indemnification rights of a Indemnified Party contained Notwithstanding any provisions in this Agreement are Section 11.5 to the contrary, neither the Stockholders Representative (in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the case the Indemnified Party for all documented Third is a Purchaser Indemnified Person) nor the Purchaser (in the case the Indemnified Party Liabilities incident is a Company Stockholder Indemnified Person), shall be entitled to assume or continue control of the defense of any Indemnifiable Claim of the other Party if (i) such Indemnifiable Claim relates to or arises in connection with any governmental proceeding, action, indictment, allegation or investigation involving the Indemnified Party; (ii) such Indemnifiable Claim relates primarily to the Intellectual Property of such Indemnified Party; (iii) the Indemnified Party has been advised in writing by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; or (iv) the Indemnifying Party fails to defend such Indemnifiable Claim in good faith. If the Indemnified Party controls the defense or negotiation of any such claim within […***…] after Indemnifiable Claim, the Indemnified Party shall be entitled to be reimbursed by the Indemnifying Party’s receipt of invoices Party for its reasonable defense costs as such fees, expenses, and charges. *** Confidential Treatment Requested ***costs are incurred.

Indemnification Procedure. Each PartyAn Indemnified Party seeking indemnification shall deliver an Officer's Certificate to the Indemnifying Party identifying Losses incurred, as an indemnifying party (an “Indemnifying Party”)accrued or sustained; provided that, shall not be permitted with respect to settle or compromise any claim or action giving rise for indemnification pursuant to Third Party Liabilities in a manner clause (i) that imposes of Section 8.2(a), in the case of a claim by Buyer, or pursuant to clause (i) of Section 8.2(b), in case of a claim by Seller, the Officer's Certificate relating to such claim shall be delivered prior to the termination of the representation or warranty the breach or inaccuracy of which gives rise to the claim for indemnification. The Indemnifying Party may object to any restrictions or obligations on such claim set forth in such Officer's Certificate by providing, within 30 days following delivery of such Officer's Certificate, written notice to the indemnified party (Indemnified Party specifying the basis for such party's objection. If an “Indemnified Party”) or, if Bayer objection to the amount of Losses specified in such Officer's Certificate is provided by the Indemnifying Party, on ReGenX or its licensors under and such Indemnifying Party and the Existing LicensesIndemnified Party are unable to resolve such dispute after good faith discussions within 30 days following the delivery of such objection notice, without such dispute shall be resolved in accordance with Section 10.10. If no such objection is made, the other Party’s prior written consentIndemnifying Party shall promptly pay the claim. In the case of indemnification by Seller and at the option of Buyer, the outstanding principal amount of the Convertible Stock Note shall be reduced by the amount of the Losses (an "Indemnification Set-Off Amount") provided, that, if the Indemnification Set-Off Amount exceeds the outstanding principal balance of the Convertible Stock Note, then such excess Indemnification Set-Off Amount may, at Buyer's option, be applied to reduce the outstanding principal balance of the Convertible Cash Note(s), provided, that (i) if such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of a Convertible Note, (ii) if Bayer is Seller disputes the Indemnifying Indemnified Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or 's claim and (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementprevails in such dispute, provided however that the failure to give such notice then Seller shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control indemnify Buyer for any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments accrued interest with respect to the claim and promptly provide the Indemnifying Party with copies principal amount of all correspondence and documents exchanged each Convertible Note that is reduced by the Indemnified Party and Indemnification Set-Off Amount for the opposing party(ies) period beginning on the day after the date of delivery of the Officer's Certificate setting forth the claim until the date that such Indemnification Set-Off Amount is applied to reduce the outstanding principal amount of such Convertible Note. Any accrued interest that Seller is obligated to indemnify Buyer for pursuant to the previous sentence shall be added to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnification Set-Off Amount.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on In the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation event of any such claim within against any Genzyme Indemnitee or Alnylam Indemnitee (individually, an “Indemnitee”), the indemnified Party shall promptly notify the other Party in writing of the claim and the indemnifying Party shall manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnitee shall cooperate with the indemnifying Party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying Party shall not be liable for any settlements, litigation costs or expenses incurred by any Indemnitee without the indemnifying Party’s written authorization. Notwithstanding the foregoing, if the indemnifying Party believes that any of the exceptions to its obligation of indemnification of the Indemnitees set forth in Sections 11.1 (General Indemnification by Genzyme) or 11.2 (General Indemnification by Alnylam) may apply, the indemnifying Party shall promptly notify the Indemnitees, which shall then have the right to be represented in any such action or proceeding by separate counsel at their expense, provided that the indemnifying Party shall be responsible for payment of such expenses if the Indemnitees are ultimately determined to be entitled to indemnification from the indemnifying Party for the matters to which the indemnifying Party notified the Indemnitees that such exception(s) may apply. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges]”. *** Confidential Treatment Requested ***A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Indemnification Procedure. Each (a) The party seeking indemnification under this Agreement (the "Indemnified Party, as an indemnifying party ") shall promptly notify the Party from whom indemnification is being sought (an “the "Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner ") (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer indemnification is sought pursuant to the Indemnifying PartyEscrow Agreement, on ReGenX the Sellers and the Escrow Agent) of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in all events be considered prompt if given (1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii2) if Bayer is the Indemnifying Partyearlier, that grants any rights in sufficient time to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify allow the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under exercise its rights pursuant to this AgreementArticle VIII; provided, provided however however, that the failure to give provide such Notice of claims promptly (so long as a notice of claims is given before the date on which the applicable representation or warranty has ceased to survive) shall not relieve affect the obligations of the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderthe Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any third-party claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect (the "Election") to take over the defense of such claim within 10 business days following Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim. Notwithstanding the foregoing, Buyer shall be permitted permitted, at its option, to control any litigation or potential litigation involving require that the Sellers shall not take over the defense of any claim brought against any member of Buyer Indemnified Group by any Person with which Buyer has a material business relationship, which material business relationship predates this Agreement, and upon exercise of such option such member of Buyer Indemnified Group shall defend such claim, subject to indemnification pursuant the following conditions: (i) the Sellers shall be entitled, in their discretion and at their expense, to this Section 11.5engage counsel and to participate in any discussions, including meetings, negotiations and other communications which may be held or conducted between such member of Buyer Indemnified Group and such customer or supplier, or their respective counsels, with respect to such claim; (ii) such member of Buyer Indemnified Group shall consult with the selection of Sellers before making or communicating to such customer or supplier, or its counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments , any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of Buyer Indemnified Group shall not settle or otherwise dispose of such claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such Sellers (which consent shall not to be unreasonably withheld or delayed). The indemnification rights of a If the Indemnifying Party makes an Election, (x) it shall keep the Indemnified Party contained in this Agreement are in addition informed as to the status of the applicable matter and shall send promptly copies of all other rights which such pleadings to the Indemnified Party may have at law Party, (y) shall not settle or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation otherwise dispose of any claim hereunder or will reimburse without the consent of the Indemnified Party for all documented Third (which consent shall not be unreasonably withheld or delayed), and (z) the Indemnified Party Liabilities incident shall have the right to participate jointly in the defense of such claim, but shall do so at its own cost not subject to reimbursement. If the Indemnifying Party does not elect to take over the defense of a third-party claim, the Indemnified Party shall have the right to contest, compromise or negotiation of any settle such claim within […***…] after in the Indemnifying Party’s receipt exercise of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***its reasonable judgment.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), An indemnified Party under Section 9.2 of this Agreement shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior give prompt written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights notice to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or Shareholder Representative (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except when and to the extent that such failure materially prejudices its rights hereunder. The Indemnifying the Indemnified Party has actual knowledge thereof) of any condition, event or occurrence or the commencement of any action, suit or proceeding for which indemnification may be sought, and the Shareholder Representative, through counsel reasonably satisfactory to the Indemnified Party, shall assume the defense thereof or other indemnification obligation with respect thereto; provided, however, that any Indemnified Party shall be permitted entitled to control participate in any litigation such action, suit or potential litigation involving proceeding with counsel of its own choice but at its own expense. In any event, if the Shareholder Representative fails to assume the defense of any claim subject to indemnification pursuant to this Section 11.5within a reasonable time, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party may assume such defense or other indemnification obligation and the opposing party(ies) to such litigationreasonable fees and expenses of its attorneys will be covered by the indemnity provided for in Section 9.2. The Indemnified Party No action, suit or proceeding for which indemnification may not compromise be sought shall be compromised or settle such litigation settled in any manner which might adversely affect the interests of the Shareholders without the prior written consent of the Indemnifying Party, such consent Shareholder Representative (which shall not to be unreasonably withheld or delayed); provided, however, that SPSS may settle any claim or cause of action without the Shareholder Representative's consent, but in such case the Shareholders shall not be required to reimburse SPSS for its Losses except and to the extent that the results of arbitration conducted in accordance with Section 12.8 hereof determines that the Shareholders must indemnify SPSS therefor. The indemnification rights of a Indemnified Party contained Notwithstanding anything in this Agreement are in addition Section 9.3 to all other rights which such the contrary, the Shareholder Representative shall not, without the prior written consent of the Indemnified Party may have at law Party, (i) settle or in equity compromise any action, suit or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense proceeding or negotiation consent to the entry of any claim hereunder judgment which does not include as an unconditional term thereof the delivery by the claimant or will reimburse plaintiff to the Indemnified Party for of a written release from all documented Third liability in respect of such action, suit or proceeding or (ii) settle or compromise any action, suit or proceeding in any manner that may materially and adversely affect the Indemnified Party Liabilities incident to the defense other than as a result of money damages or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such other money payments. The Shareholders shall pay all expenses, including attorneys' fees, expenses, and charges. *** Confidential Treatment Requested ***that may be incurred by any Indemnified Party in enforcing the indemnity provided for in Section 9.2.

Indemnification Procedure. Each PartyYou shall promptly notify us in writing of the assertion, filing or service of any Claim or other matter that is or may be covered by this indemnity, and shall immediately take such action as an indemnifying party (an “Indemnifying Party”)necessary or appropriate to protect the interests of WMSC, WFS, Walmart, Inc. and its Affiliates, respective officers, employees, shareholders, directors, agents and representatives. You shall promptly notify us in writing of the legal counsel that you propose to engage to defend the interests of any Walmart related indemnitee in such matter. Such legal counsel shall strictly comply with Walmart’s Indemnity Counsel Guidelines. If any Walmart indemnitee determines that such legal counsel has not represented, defended, or protected a Walmart indemnitee’s interests in accordance with Walmart’s Indemnity Counsel Guidelines, or reasonably believes your legal counsel is unwilling or unable to do so, the Walmart indemnitee may replace such counsel with other counsel of its own choosing. In such event, any fees and expenses of such new counsel, together with all expenses or costs incurred because of the change of counsel, shall not be permitted to settle paid or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party reimbursed by you as part of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderunder these WMSC Freight Terms. Further, you will provide, at your sole cost and expense, all cooperation, documentation, and information reasonably requested by a Walmart indemnitee in connection with any Claim. The Indemnifying Party Walmart indemnitee shall be permitted at all times have the right to control any litigation or potential litigation involving direct the defense of of, and to accept or reject any claim subject offer to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle, any lawsuit, claim, demand or liability asserted against Walmart, and its affiliates, respective officers, employees, shareholders, directors, agents and representatives, and you will not settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of resolve any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation portion of any such claim within […***…] after or lawsuit without the Indemnifying PartyWalmart indemnitee’s receipt of invoices for such feesprior written approval. 12 Disclaimer NEITHER WE NOR ANY WALMART AFFILIATE MAKES ANY REPRESENTATION OR WARRANTY AS TO THE SEAWORTHINESS, expensesAIRWORTHINESS, and charges. *** Confidential Treatment Requested ***ROADABILITY, SAFETY, OR SUITABILITY OF ANY SUBCONTRACTOR’S VESSEL, CRAFT, VEHICLE, OR EQUIPMENT OR OTHER CONVEYANCE OR WAREHOUSE OR OTHER FACILITY OR SPACE.

Indemnification Procedure. Each Party, as (a) An Indemnified Party that seeks indemnity under this Article 7 will give written notice certified by an indemnifying officer of the Indemnified Party (an “Officer’s Certificate”) to the party from whom indemnification is sought (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner the Designated Member, and the Escrow Agent containing (i) that imposes a description and, if known, the estimated amount of any restrictions Losses incurred or obligations on reasonably expected to be incurred by the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is a reasonably detailed explanation of the Indemnifying basis for the Officer’s Certificate to the extent of the facts then known by the Indemnified Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or and (iii) if Dimension is the Indemnifying Partya demand for payment of those Losses, provided, however, that grants in order to be valid any rights that are inconsistent with those granted such Officer’s Certificate must be delivered to Bayer under this Agreement without Bayerthe Members on or prior to the expiration of any applicable representations, warranties, covenants, agreements and obligations as set forth in Section 7.1. Within forty-five (45) days after delivery of an Officer’s prior written consent. The Indemnified Party shall notify Certificate, the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Designated Member may deliver to the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve written response in which the Indemnifying Party or the Designated Member will either (i) agree that the Indemnified Party is entitled to receive payment of its indemnity obligation hereunder except all of the Losses at issue in the Officer’s Certificate or (ii) dispute the Indemnified Party’s entitlement to indemnification by delivering a notice of objection to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep and the Escrow Agent (the “Objection Notice”) setting forth in reasonable detail each disputed item, the basis for each such disputed item and certifying that all such disputed items are being disputed in good faith. If neither the Indemnifying Party apprised nor the Designated Member takes either of all material developments with respect to the claim and promptly provide foregoing actions within forty-five (45) days after delivery of the Officer’s Certificate, then the Indemnifying Party with copies and the Designated Member will be deemed to have irrevocably accepted the Officer’s Certificate. If the Indemnifying Party or the Designated Member delivers an Objection Notice to the Indemnified Party and the Escrow Agent, then the Indemnified Party and either the Indemnifying Party or the Designated Member will attempt in good faith, for a period of all correspondence and documents exchanged thirty (30) days from the Indemnified Party’s receipt of the Objection Notice, to agree to the amount of the Losses at issue in the Officer’s Certificate. Any resolution by the Indemnified Party and either the opposing party(iesIndemnifying Party or the Designated Member during such thirty (30) day period as to any or all of the Losses at issue in the Officer’s Certificate will be final and binding with respect to such litigationLosses. The Indemnified Party may With respect to Losses at issue in the Officer’s Certificate which are not compromise or settle resolved by the end of thirty (30) day period, the amount of such litigation without Losses at issue in the prior written consent of Officer’s Certificate (less the amount, if any, acknowledged in the Objection Notice by the Indemnifying Party as due the Indemnified Party), such consent not will be treated as a disputed claim to be unreasonably withheld or delayedsettled pursuant to Section 8.12. The indemnification rights Confidential Portions of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within Exhibit marked as […***…] after have been omitted pursuant to a request for confidential treatment and have been filed separately with the Indemnifying Party’s receipt of invoices for such fees, expenses, Securities and charges. *** Confidential Treatment Requested ***Exchange Commission.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any If a claim or action giving rise to Third Party Liabilities in for a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer Loss is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted made or threatened against the Indemnified Party that could give rise to a right of indemnification Hemostemix Indemnitee or an AHS Indemnitee under this Section 18 or for any other reason under this Agreement, provided however that and if such Hemostemix Indemnitee or AHS Indemnitee, as the failure case may be, intends to give seek indemnification with respect thereto under this Agreement, such notice Hemostemix Indemnitee or AHS Indemnitee, as the case may be, shall not relieve promptly notify the Indemnifying applicable indemnitor in writing of such claim and provide reasonable detail thereof. For Third Party claims, the indemnitor, at its sole cost and expense, has the right, and Hemostemix and AHS, on its own behalf and on behalf of its indemnity obligation hereunder except each Hemostemix Indemnitee and AHS Indemnitee, respectively, as the case may be, hereby authorizes such indemnitor, to select reasonable and appropriate counsel to represent such Hemostemix Indemnitee or AHS Indemnitee, as the case may be, and to direct all strategic aspects of defending any claim or lawsuit, including, decisions relating to the extent that conduct of discovery and all other pre-trial and trial matters, as well as settlement, on behalf of such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation Hemostemix Indemnitee or potential litigation involving AHS Indemnitee, as the defense case may be; provided, however, the settlement of any claim subject to indemnification pursuant to this Section 11.5, including shall require the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partyapplicable indemnitee, such consent not to be unreasonably withheld or delayed. The indemnification rights Hemostemix Indemnitee or AHS Indemnitee, as the case may be, at the indemnitor's sole cost and expense, shall cooperate with the reasonable requests of a Indemnified Party contained the indemnitor's chosen defense counsel in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for aspects of the defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident lawsuit, including making personnel and records available upon reasonable written request. Notwithstanding anything contained herein to the contrary, if litigation is commenced with respect to a claim and the Hemostemix Indemnitee or AHS Indemnitee, as the case may be, does not materially comply with the terms of this Section 18, the indemnitor shall be relieved and released from any and all obligations of defense or negotiation of any and indemnification for such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***under this Agreement.

Indemnification Procedure. Each (a) Promptly after the incurrence of any Damages by the party seeking indemnification hereunder (the “Indemnified Party”), as including any claim by or communication from a third-party described in Section 7.4(c) hereof that would be reasonably likely to give rise to indemnification hereunder, or the earlier discovery of any facts or circumstances that would be reasonably likely to result in an indemnifying indemnification claim hereunder, the Indemnified Party shall deliver to the party from which indemnification is sought (an the “Indemnifying Party”) a notice (the “Claim Notice”), which Claim Notice shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on delivered within the indemnified party (an “Indemnified Party”) orrelevant Survival Period; provided, if Bayer is the Indemnifying Partyhowever, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give provide such notice shall not relieve release the Indemnifying Party from any of its indemnity obligation hereunder obligations under this Article VII except to the extent that such failure materially prejudices its rights hereunder. The the Indemnifying Party shall be permitted is materially prejudiced by such failure, and shall: (i) state that the Indemnified Party has paid or properly accrued Damages, or anticipates (specifying the events or occurrences giving rise to control any litigation or potential litigation involving the defense of any claim subject such anticipation) that it is reasonably likely that it will incur Liability for Damages for which such Indemnified Party is entitled to indemnification pursuant to this Section 11.5Agreement; and (ii) specify in reasonable detail each individual item of Damages included in the amount so stated to the extent known, including the selection date such item was paid or properly accrued (if applicable), the basis for any anticipated Liability and the nature of counselthe breach of representation, warranty, covenant or agreement and the computation of the amount, if reasonably capable of computation, to which such Indemnified Party claims to be entitled hereunder. The (b) Claims for Damages specified in any Claim Notice with respect to which the parties agree in writing to be due, or which are finally determined by a court of 24 competent jurisdiction to be due, are hereinafter referred to, collectively, as “Agreed Claims.” Within ten (10) Business Days of the determination of the amount of any Agreed Claim, subject to the limitations of this Article VII, the Indemnifying Party shall pay to the Indemnified Party an amount equal to the Agreed Claim by cashier’s check or Wire Transfer to the bank account or accounts designated in writing by the Indemnified Party not less than one (1) Business Day prior to such payment. (c) Promptly after the assertion by any third-party of any claim against any Indemnified Party that may result in the incurrence by such Indemnified Party of Damages for which such Indemnified Party would be entitled to indemnification pursuant to this Agreement and within the relevant Survival Period, such Indemnified Party shall keep deliver to the Indemnifying Party apprised of all material developments with respect a Claim Notice; provided, however, that the failure to the claim and promptly provide such notice shall not release the Indemnifying Party with copies from any of all correspondence its obligations under this Article VII except to the extent that the Indemnifying Party is materially prejudiced by such failure, and documents exchanged the Indemnifying Party shall have thirty (30) days after receipt of the Claim Notice to elect, at its option, to assume and control the defense of, at its own expense and by its own counsel, such claim; provided that such counsel is not reasonably objected to by the Indemnified Party and the opposing party(ies) Indemnified Party shall not have been advised by counsel that an actual or potential conflict of interest makes representation by the same counsel selected by the Indemnifying Party inappropriate, and the Indemnifying Party shall be entitled to assert any and all defenses available to the Indemnified Party to the fullest extent permitted by Applicable Law. If the Indemnifying Party shall, in accordance with the previous sentence, undertake to compromise or defend any such litigationclaim, it shall reasonably promptly notify the Indemnified Party of its intention to do so, and the Indemnified Party agrees in such case to cooperate fully with the Indemnifying Party and its counsel in the compromise of, or defense against, any such claim. Notwithstanding an election by the Indemnifying Party to assume the defense of such action or proceeding, the Indemnified Party shall have the right to employ separate counsel and to participate in, but not control, the defense of such action or proceeding. The Indemnifying Party shall bear the reasonable fees, costs and expenses of one (1) firm of such separate counsel (such single firm representing all Indemnified Parties), if, but only if, (i) the Indemnified Party may shall have been advised by counsel that an actual or potential conflict of interest makes representation by the same counsel or the counsel selected by the Indemnifying Party inappropriate or (ii) the Indemnifying Party shall have authorized in writing the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense. In any event, the Indemnified Party and Indemnifying Party and their counsel shall cooperate in the defense of any such claim subject to this Section 7.4(c) and keep such Persons informed of all developments relating to any such claims, and provide copies of all relevant correspondence and documentation relating thereto. If the Indemnifying Party receiving such Claim Notice does not compromise elect within thirty (30) days to defend such third-party claim, the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to defend such claim; provided that the Indemnifying Party shall not be liable for the fees and expenses of more than one (1) firm of counsel for all Indemnified Parties. No Indemnifying Party shall be liable to indemnify any Indemnified Party for any settlement of any such action or settle such litigation claim effected without the prior consent of the Indemnifying Party (which shall not be unreasonably withheld, conditioned or delayed), but if settled with the written consent of the Indemnifying Party, or if there be a final judgment for the plaintiff in any such consent not to be unreasonably withheld or delayed. The indemnification rights of a action, the 25 Indemnifying Party shall indemnify and hold harmless each Indemnified Party contained from and against any Damages by reason of such settlement or judgment, subject to the limitations set forth in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwiseArticle VII. The If the Indemnifying Party will pay directly all Third Party Liabilities incurred for shall assume the defense or negotiation of any claim hereunder or will reimburse in accordance with the provisions of this Section 7.4(c), the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) before entering into any settlement of such claim, but only if the settlement does not release the Indemnified Party from all Liabilities and obligations with respect to such claim, or the settlement is in excess of the remaining portion of the Maximum Amount set forth in Section 7.2 or 7.3, as applicable, or if the settlement imposes injunctive or other non-monetary equitable relief against the Indemnified Party. The Indemnified Party and the Indemnifying Party each agrees to cooperate fully in all matters covered by this Section 7.4(c), including, as required, the furnishing of books and records, personnel and witnesses and the execution of documents, in each case as necessary for all documented Third Party Liabilities incident any defense of such third-party claim and at no cost to the other party (provided that any reasonable out-of-pocket expenses of the Indemnified Party incurred in connection with the foregoing shall be considered part of Damages hereunder). (d) Anything to the contrary in this Section 7.4 notwithstanding, if a third-party claim that primarily relates to Taxes or Excluded Taxes includes or could reasonably be expected to include both a claim for Taxes that are Excluded Taxes and a claim for Taxes that are not Excluded Taxes, and such claim for Taxes that are Excluded Taxes is not separable from such a claim for Taxes that are not Excluded Taxes, Seller (if the claim for Taxes that are Excluded Taxes exceeds or reasonably could be expected to exceed in amount the claim for Taxes that are not Excluded Taxes) or otherwise Buyer (Seller or Buyer, as the case may be, the “Controlling Party”), shall be entitled to control the defense of such third-party claim (such third-party claim, a “Tax Claim”). In such case, the other party (Seller or negotiation Buyer, as the case may be, the “Non-Controlling Party”) shall be entitled to participate fully (at the Non-Controlling Party’s sole expense) in the conduct of such Tax Claim and the Controlling Party shall not settle such Tax Claim without the consent of such Non-Controlling Party (which consent shall not be unreasonably withheld). The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Excluded Taxes and the Tax Claim that are not Excluded Taxes. Notwithstanding the foregoing, Seller shall be entitled to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, the defense of any such third-party claim within […***…] after the Indemnifying Party’s receipt that relates to any income Taxes of invoices for such fees, expenses, and chargesSeller or any of its Affiliates. *** Confidential Treatment Requested ***Section 7.5

Indemnification Procedure. Each PartyA party seeking indemnification (the "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, as an indemnifying party (an “Indemnifying Party”)damages, shall not deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification; provided, provided however however, that the Indemnitee's failure to give such notice notify the Indemnitor shall not relieve excuse the Indemnifying Party of its indemnity Indemnitor's obligation hereunder to indemnify the Indemnitee except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the Indemnitor's defense of any such claim. No such notice of assertion of a claim subject to indemnification pursuant to shall satisfy the requirements of this Section 11.513 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the selection filing of counselany necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnified Party Indemnitor shall keep (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the Indemnifying Party apprised of all material developments with respect to the insurance company insuring against any such claim and promptly provide the Indemnifying Party with copies of all correspondence undertaking to defend such claim, or by other counsel selected by it and documents exchanged approved by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may Indemnitee, which approval shall not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights Indemnitor shall keep the Indemnitee fully apprised at all times of a Indemnified Party contained in this Agreement are in addition the status of the defense and shall consult with the Indemnitee prior to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the settlement of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident indemnified matter. Indemnitee agrees to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***use reasonable efforts to cooperate with Indemnitor in connection

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), Party shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without promptly notify the other Party’s prior written consentParty in writing of any claim, (ii) if Bayer suit, proceeding, demand or assessment it believes is an Indemnified Claim. Concurrent with the Indemnifying Partyprovision of notice pursuant to this Section 12.3, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify provide to the Indemnifying other Party within […***…] of becoming aware copies of any claim complaint, summons, praecipe, subpoena or claims asserted or threatened against the Indemnified Party that could give rise other court filings related to a right of indemnification under this Agreement, provided however that the failure such claim. Failure to give such provide prompt notice shall not relieve the Indemnifying any Party of its indemnity obligation hereunder except the duty to the extent that defend or indemnify unless such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any matter. [*] = 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. Should the Indemnifying Party dispute that any claim subject or portion of a claim (“Disputed Claim”) of which it receives notice pursuant to Section 12.3, is an Indemnified Claim, it shall so notify the Indemnified Party providing written notice in sufficient time to permit such Indemnified Party to retain counsel and timely appear, answer and/or move in any such action. In such event, such Indemnified Party shall defend against such claim until the dispute regarding whether such claim is an Indemnified Claim has been resolved; provided, however, that an Indemnified Party shall not settle any claim which it contends is an Indemnified Claim without providing the Indemnifying Party ten (10) working days’ notice prior to any such settlement and an opportunity to assume the defense and indemnification of such claim pursuant to this Section 11.5Agreement. If it is determined that a Disputed Claim is subject to indemnification, including the selection of counsel. The Indemnified Party shall keep in whole or in part, the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such reasonable costs and expenses, including attorneys’ fees, expenses, and charges. *** Confidential Treatment Requested ***of the Indemnified Party.

Indemnification Procedure. Each PartyA party seeking indemnification (the ------------------------- "Indemnitee") shall use its best efforts to minimize any liabilities, as an indemnifying party (an “Indemnifying Party”)damages, deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be sought under this Agreement. The Indemnitee shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior give prompt written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights notice to the Licensed Technology or Licensed GT Products other party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification, but in no event longer than those Bayer has (a) thirty (30) days after service of process in the right to grant under this Agreement without Dimension’s prior written consentevent litigation is commenced against the Indemnitee by a third party, or (iiib) if Dimension is sixty (60) days after the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentassertion of such claim. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give No such notice of assertion of a claim shall not relieve satisfy the Indemnifying Party requirements of its indemnity obligation hereunder except to this Section 8.10 unless it describes in reasonable detail and in good faith the extent that such failure materially prejudices its rights hereunderfacts and circumstances upon which the asserted claim for indemnification is based. The Indemnifying Party If any action or proceeding shall be permitted brought in connection with any liability or claim to control any litigation be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or potential litigation involving claim. During such period, the defense Indemnitee shall take all necessary steps to protect the interests of any claim subject to indemnification pursuant to this Section 11.5itself and the Indemnitor, including the selection filing of counselany necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnified Party Indemnitor shall keep (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the Indemnifying Party apprised of all material developments with respect to the insurance company insuring against any such claim and promptly provide the Indemnifying Party with copies of all correspondence undertaking to defend such claim, or by other counsel selected by it and documents exchanged approved by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may Indemnitee, which approval shall not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights Indemnitor shall keep the Indemnitee fully apprised at all times of a Indemnified Party contained in this Agreement are in addition the status of the defense and shall consult with the Indemnitee prior to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim hereunder or will reimburse claims against any third party growing out of or connected with the Indemnified Party for all documented Third Party Liabilities incident indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the defense Indemnitor the entire claim or negotiation claims to the extent of any the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim within […***…] after or claims of the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnitee.

Indemnification Procedure. Each Party, as (a) Promptly after receipt by a Charter LLC Indemnified Party or a Magellan Indemnified Party (each an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “"Indemnified Party”") orof notice by a third party of any complaint or the commencement of any action or proceeding with respect to which indemnification is being sought hereunder, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The such Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against Charter LLC, if the Indemnified Party that could give rise to is a right Magellan Indemnified Party, or Magellan, if the Indemnified Party is a Charter LLC Indemnified Party (the "Indemnifying Party"), of indemnification under this Agreementsuch complaint or of the commencement of such action or proceeding; provided, provided however however, that the failure to give such notice so notify the Indemnifying Party shall not relieve the Indemnifying Party of its indemnity obligation hereunder except from liability for such claim arising otherwise than under this Agreement and such failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability which the Indemnifying Party may have under this Agreement with respect to such claim if, but only if, and only to the extent that that, such failure materially prejudices its to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights hereunderand defenses otherwise available to the Indemnifying Party with respect to such claim. The Indemnifying Party shall be permitted have the right, upon written notice to control any litigation or potential litigation involving the Indemnified Party, to assume the defense of any claim subject to indemnification pursuant to this Section 11.5such action or proceeding, including the selection employment of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect counsel reasonably satisfactory to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) payment of the reasonable fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case in a timely manner, then such litigation. The Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not compromise be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or settle such litigation without proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the prior written consent of Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such consent not action, shall have the right to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained participate in this Agreement are in addition such litigation and to all other rights which retain its own counsel at such Indemnified Party may have at law or in equity or otherwiseparty's own expense. The Indemnifying Party will pay directly or the Indemnified Party, as the case may be, shall at all Third times use reasonable efforts to keep the Indemnifying Party Liabilities incurred for or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense or negotiation of any claim hereunder action, the defense of which it is maintaining and to cooperate in good faith with the Indemnifying Party or will reimburse the Indemnified Party for all documented Third Party Liabilities incident Party, as the case may be, with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***action.

Indemnification Procedure. Each (a) Promptly after receipt by a Purchaser Indemnified Party or a Company Indemnified Party (hereinafter collectively referred to as an "Indemnified Party") of notice by a third party (including any Governmental Entity) of any complaint or the commencement of any audit, investigation, action or proceeding with respect to which such Indemnified Party may be entitled to receive payment from the other Party for any Purchaser Losses or Company Losses (as the case may be), such Indemnified Party will notify the Purchaser or the Company, as an indemnifying party the case may be (an “the "Indemnifying Party”"), shall not promptly (to be permitted to settle defined as no more than thirty (30) days, or compromise any claim or sooner if action giving rise to Third Party Liabilities is required in a manner less than thirty (i30) that imposes any restrictions or obligations on days) following the indemnified party (an “Indemnified Party”) or's receipt of such complaint or of notice of the commencement of such audit, if Bayer is the Indemnifying Partyinvestigation, on ReGenX action or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderproceeding. The Indemnifying Party shall be permitted will have the right, upon written notice delivered to control the Indemnified Party within twenty (20) days thereafter assuming full responsibility for any litigation Purchaser Losses or potential litigation involving Company Losses (as the case may be) resulting from such audit, investigation, action or proceeding, to assume the defense of any claim subject to indemnification pursuant to this Section 11.5such audit, investigation, action or proceeding, including the selection employment of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect counsel reasonably satisfactory to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(iespayment of the fees and disbursements of such counsel. If, however, the Indemnifying Party declines or fails to assume the defense of the audit, investigation, action or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such twenty (20) to day period, then such litigation. The Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action or proceeding and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party will not compromise be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single audit, investigation, action or settle such litigation without proceeding. In any audit, investigation, action or proceeding with respect to which indemnification is being sought hereunder, the prior written consent of Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such consent not action, will have the right to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained participate in this Agreement are in addition such matter and to all other rights which retain its own counsel at such Indemnified Party may have at law or in equity or otherwiseParty's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, will pay directly at all Third times use reasonable efforts to keep the Indemnifying Party Liabilities incurred for or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense or negotiation of any claim hereunder or will reimburse matter the Indemnified Party for all documented Third Party Liabilities incident defense of which they are maintaining and to cooperate in good faith with each other with respect to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***matter.

Indemnification Procedure. Each Upon the occurrence of any claim for which indemnification is believed to be due under this Agreement, the party seeking indemnification (the "Indemnified Party, as an indemnifying ") shall provide notice of such claim (a "Claim Notice") to the party from whom indemnification is sought (an “the "Indemnifying Party”"), . The Claim Notice shall not be permitted to settle or compromise any claim or action state in general terms the circumstances giving rise to Third the claim, specify the amount of the claim (or an estimate thereof), and make a request for any payment then believed due. A Claim Notice shall be conclusive against the Indemnifying Party Liabilities in all respects 20 days after receipt by the Indemnifying Party unless, within such period, the Indemnifying Party sends the Indemnified Party a notice disputing the propriety or amount of the claim (a "Dispute Notice"). Any Dispute Notice shall describe the basis for such objection and the amount of the claim that the Indemnifying Party does not believe should be subject to indemnification. Upon receipt of any Dispute Notice, the Indemnified Party and the Indemnifying Party shall use reasonable efforts to cooperate and arrive at a mutually acceptable resolution of the dispute within the next 30 days. If a resolution is not reached within the 30-day period, either party may submit the dispute for resolution by a panel of three arbitrators selected from the panels of arbitrators of the American Arbitration Association in a manner city mutually selected by the Indemnifying Party and the Indemnified Party (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Partyno city can be mutually agreed upon within 15 days, on ReGenX or its licensors under the Existing Licensesthen in Dallas, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentTexas). The Indemnified Party shall notify select one arbitrator, the Indemnifying Party shall select the second arbitrator, and the two previously selected arbitrators shall select the third arbitrator. In all respects, the American Arbitration Association's then existing Commercial Arbitration Rules shall govern such panel. The arbitrators' decision shall be binding and conclusive on the parties. If it is finally determined (through either agreement of the parties, arbitration or a Claim Notice becoming conclusive) that all or a portion of the claim amount is owed to the Indemnified Party, the Indemnifying Party shall, within […***…] 10 days of becoming aware of any claim or claims asserted or threatened against such determination, pay the Indemnified Party that could give rise to a right such amount owed, together with interest from the date of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve Claim Notice until the Indemnifying Party date of its indemnity obligation hereunder except to actual payment at the extent that such failure materially prejudices its rights hereunderrate earned on the Escrow Funds (the "Applicable Rate"). The Indemnifying Party non-prevailing party in any arbitration shall be permitted to control any litigation or potential litigation involving pay all costs of the defense arbitration and all of any claim subject to indemnification pursuant to this Section 11.5, including the selection prevailing party's reasonable attorneys' fees and expenses of counselinvestigation. The Indemnified Party arbitrators shall keep specify in their decision which party (i.e., Parent or the Indemnifying Party apprised shareholders of all material developments with respect the Company as a group) is the prevailing party and the amount of the costs, fees and expenses to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged be paid by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***non-prevailing party.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted The Party entitled to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party indemnification under this ARTICLE 11 (an “Indemnified Party”) or, if Bayer is will notify the Party potentially responsible for such indemnification (the “Indemnifying Party, on ReGenX ”) in writing promptly upon being notified of or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware having actual knowledge of any claim or claims asserted or threatened against the Indemnified Party that which could give rise to a right of indemnification under this Agreement; provided, provided however that the failure to give such notice shall will not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices the Indemnifying Party. If the Indemnifying Party has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for defending a claim, the Indemnifying Party will have the right to defend, at its rights hereundersole cost and expense, such claim by all appropriate proceedings; provided, that the Indemnifying Party may not enter into any compromise or settlement unless (a) such compromise or settlement imposes only a monetary obligation on the Indemnifying Party and includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim; or (b) the Indemnified Party consents to such compromise or settlement, which consent will not be unreasonably withheld, conditioned or delayed unless such compromise or settlement involves (i) any admission of legal wrongdoing by the Indemnified Party, (ii) any payment by the Indemnified Party that is not indemnified under this Agreement, or (iii) the imposition of any equitable relief against the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party shall be permitted to control and may participate in, but not control, any litigation defense or potential litigation involving the defense settlement of any claim subject to indemnification controlled by the Indemnifying Party pursuant to this Section 11.511.3 and will bear its own costs and expenses with respect to such participation; provided that the Indemnifying Party will bear such costs and expenses if counsel for the Indemnifying Party will have reasonably determined that such counsel may not properly represent both the Indemnifying Party and the Indemnified Party. If the Indemnifying Party does not elect to assume control of the defense of a claim or if a good faith and diligent defense, including in the selection of counsel. The Indemnified Party’s reasonable opinion, is not being or ceases to be materially conducted by the Indemnifying Party, the Indemnified Party shall will have the right, at the expense of the Indemnifying Party, upon at least ten (10) Business Days’ prior written notice to the Indemnifying Party of its intent to do so, to undertake the defense of such claim for the account of the Indemnifying Party (with counsel reasonably selected by the Indemnified Party and approved by the Indemnifying Party, such approval not to be unreasonably withheld, conditioned or delayed); provided that the Indemnified Party will keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigationclaim. The Indemnified Party may not enter into any compromise or settle such litigation settlement without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld withheld, conditioned or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***.

Indemnification Procedure. Each Party(a) In the event that any third party claim shall be asserted against any party which, if sustained, would result in a BF Deficiency or a Theater Deficiency, such party, within a reasonable time after learning of such claim, shall notify the BF Indemnitors or Theater Indemnitor, as an indemnifying the case may be, of such claim, assert its right to indemnification hereunder, and extend a reasonable opportunity to defend against such claim, at the sole expense of the BF Indemnitors or Theater Indemnitor, as the case may be, and through legal counsel reasonably acceptable to the party asserting the right to indemnification, provided that the BF Indemnitors or Theater Indemnitor, as the case may be, proceed in good faith, expeditiously and diligently. No determination shall be made pursuant to subparagraph (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner d) below while such defense is still being made until the earlier of (i) that imposes any restrictions the resolution of such claim by the BF Indemnitors or obligations on Theater Indemnitor, as the indemnified party (an “Indemnified Party”) orcase may be, if Bayer is with the Indemnifying Partyclaimant, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Partytermination of the defense by the BF Indemnitors or Theater Indemnitor, that grants any rights as the case may be, against such claim or the failure of the BF Indemnitors or Theater Indemnitor, as the case may be, to prosecute such defense in good faith in an expeditious and diligent manner. Either party shall be entitled to rely on the opinion of their counsel as to the Licensed Technology or Licensed GT Products other than those Bayer has occurrence of either of such events. The party asserting the right to grant under this Agreement without Dimension’s prior written consentindemnification shall, at its option and expense, have the right to participate in any defense with legal counsel of its own selection. No settlement or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware compromise of any claim which may result in a BF Deficiency may be made by BF Indemnitors or claims asserted or threatened against Theater Indemnitor, as the Indemnified Party that could give rise to a right of indemnification under this Agreementcase may be, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partyparty asserting the right to indemnification unless (i) prior to such settlement or compromise the BF Indemnitors or Theater Indemnitor, as the case may be, acknowledge in writing their obligation to pay in full the amount of the settlement or compromise and any and all associated expenses and (ii) the party asserting the right to indemnification is furnished with security reasonably satisfactory to it that the BF Indemnitors or Theater Indemnitor, as the case may be, will in fact pay such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, amount and expenses, and charges. *** Confidential Treatment Requested ***.

Indemnification Procedure. Each PartyPromptly after receipt by an indemnified party under this Section 7.7 of notice of the commencement of any action, as such indemnified party will, if a claim with respect thereto is to be made against an indemnifying party (an “Indemnifying Party”)under this Section 7.7, notify the indemnifying party in writing of the commencement thereof and generally summarize such action. The indemnifying party shall have the right to participate in and to assume the defense of such claim, and shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be permitted unreasonably withheld. Notwithstanding the foregoing, the party entitled to settle indemnification shall have the right to employ separate counsel (reasonably satisfactory to the indemnifying party) to participate in the defense thereof, but the fees and expenses of such counsel shall be the expense of such indemnified party unless the named parties to such action or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on proceedings include both the indemnifying party and the indemnified party and the indemnifying party or such indemnified party shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the indemnifying party (an “Indemnified Party”) orin which case, if Bayer is the Indemnifying Partyindemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the reasonable expense of the indemnifying party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has indemnifying party shall not have the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving assume the defense of such action or proceeding on behalf of the indemnified party, as the case may be, it being understood, however, that the indemnifying party shall not, in connection with any claim subject such action or proceeding or separate or substantially similar or related action or proceeding in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate counsel at any time for the indemnifying party and all indemnified parties, which counsel shall be designated in writing by the Holder). If the indemnifying party withholds consent to indemnification pursuant to this Section 11.5a settlement or proposed settlement by the indemnified party, including the selection of counsel. The Indemnified Party it shall keep the Indemnifying Party apprised of all material developments with respect acknowledge to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnified party its indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***obligations hereunder.

Indemnification Procedure. Each Party(a) If a claim shall be made by any tax authority relating to any tax items generated by the Company and its subsidiaries and utilized, as an indemnifying party included or includible in Cognizant's Consolidated Returns (an “Indemnifying Party”"Tax Claim"), Cognizant shall, at its expense, control all proceedings and make all decisions in connection with such Tax Claim (including selection of counsel) and, without limiting the foregoing, may in its sole discretion pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any tax authority with respect thereto, and may, in its sole discretion, either pay the tax claimed and xxx for a refund where applicable law permits such refund suits or contest the Tax Claim in any permissible manner. Cognizant shall be under no obligation to notify the Company of such Tax Claim unless the resolution thereof may have a material adverse impact on the tax position of the Company or its subsidiaries for any taxable period beginning after the last taxable period in which the Company and its subsidiaries were included in a Cognizant Consolidated Return (the "Post-Cognizant Period"), which determination shall be made by Cognizant acting in good faith. If the resolution of such Tax Claim may have a material adverse impact on the tax position of the Company or its subsidiaries for a Post-Cognizant Period, Cognizant shall promptly notify, and consult with, the Company in order to achieve a mutually satisfactory resolution to the Tax Claim, with both parties acting in good faith. If Cognizant and the Company cannot agree to a mutually satisfactory resolution within 30 days of the initial notice by Cognizant to the Company, Cognizant shall retain full control of the resolution of such Tax Claim in accordance with the first sentence of this Section 6.3; provided that if the Company waives its right to be indemnified hereunder and agrees in writing to bear any cost or expense arising from such Tax Claim and indemnify Cognizant therefor, Cognizant may, but shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in obligated to, relinquish control of the resolution of such Tax Claim and shall have no further responsibility for such Tax Claim. If Cognizant does not relinquish control of a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights Tax Claim pursuant to the Licensed Technology or Licensed GT Products other than those Bayer has preceding sentence, it shall remain liable to the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of Company and its subsidiaries for indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***6.2(a)

Indemnification Procedure. Each PartyIf a claim occurs for which a party has an indemnification obligation under Section 6(C) or 6(D) above, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an the “Indemnified PartyIndemnitee”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, will: (iia) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall promptly notify the Indemnifying Party within […***…] indemnifying party (the “Indemnitor”) in writing of becoming aware the claim; (b) use commercially reasonable efforts to mitigate the effects of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that claim; (c) reasonably cooperate with the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving Indemnitor in the defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, with counsel reasonably satisfactory to the Indemnitee, all at the Indemnitor’s cost and expense. If the Indemnitor assumes the defense of the claim, 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 claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments judgment or enter into any settlement with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partyother party, such which consent will not to be unreasonably withheld or delayed. The indemnification rights If the Indemnitee withholds consent in respect of a Indemnified Party contained 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 this Agreement are 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 Indemnitor is obligated under this Contract, if any, at which time the Indemnitor’s rights which and obligations with respect to such Indemnified Party may have at law or in equity or otherwiseclaim will cease. The Indemnifying Party Indemnitor will pay directly all Third Party Liabilities incurred not be liable for defense any settlement or negotiation other disposition of any a claim hereunder or will reimburse by the Indemnified Party for all documented Third Party Liabilities incident to Indemnitee which is reached without the defense or negotiation written consent of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnitor.

Indemnification Procedure. Each PartyParty will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article X, as an indemnifying party such Party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is shall promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants Party and Indemnified Party shall meet to discuss how to respond to any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights claims that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consentthe subject matter of such proceeding. The Indemnified Party shall notify reasonably cooperate with the Indemnifying Party within in defense of such matter. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. TRIPLE ASTERISKS […***…] DENOTE OMISSIONS. retention of becoming aware of such counsel, (b) the named parties to any claim or claims asserted or threatened against such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party that could give rise and representation of both Parties by the same counsel would be inappropriate due to a right of indemnification under this Agreement, provided however that the failure to give actual or potential differing interests between them. All such notice fees and expenses shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderbe reimbursed as they are incurred. The Indemnifying Party shall not be permitted to control liable for any litigation or potential litigation involving the defense settlement of any claim subject to indemnification pursuant to this Section 11.5proceeding effected without its written consent, including but, if settled with such consent or if there be a final judgment for the selection of counsel. The Indemnified Party shall keep plaintiff, the Indemnifying Party apprised of all material developments with respect agrees to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by indemnify the Indemnified Party from and the opposing party(ies) to against any loss or liability by reason of such litigationsettlement or judgment. The Indemnified Indemnifying Party may not compromise or settle such litigation shall not, without the prior written consent of the Indemnifying Indemnified Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation effect any settlement of any claim hereunder pending or will reimburse threatened proceeding in respect of which the Indemnified Party for is, or could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement includes an unconditional release of the Indemnified Party from all documented Third Party Liabilities incident to liability on claims that are the defense or negotiation subject matter of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***proceeding.

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise Whenever any claim of the type which would occasion indemnification under this Section 21 is asserted or action giving rise to Third threatened by any Indemnified Party Liabilities in a manner (i) that imposes against any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall promptly notify such Indemnifying Party of such claim. The notice shall include, if known, the facts constituting the basis for such claim, including, if known, the amount or an estimate of the amount of the liability arising therefrom. In the event of any claim for indemnification hereunder resulting from or in connection with the claim or legal proceedings of a claimant not a Party to this Agreement, the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against shall have the right, at its option, at its expense and with its own counsel which counsel shall be reasonably satisfactory to the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving assume the defense of any such claim subject or any litigation resulting from such claim or to participate with its own counsel which counsel shall be reasonably satisfactory to the Indemnified Party in the compromise or defense thereof. If the Indemnifying Party undertakes to assume the defense of any such claim or litigation or participate in the compromise thereof, it shall promptly notify the Indemnified Party of its intention to do so, and, as a condition to the Indemnifying Party’s indemnification pursuant to this Section 11.5obligation, including the selection of counsel. The Indemnified Party shall keep cooperate reasonably with the Indemnifying Party apprised and its counsel (but at the sole expense of all material developments with respect the Indemnifying Party) in the defense against or compromise of any such claim or litigation. Anything in this Section 21(b) to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the contrary notwithstanding, no Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not shall compromise or settle any such claim or litigation without the prior written consent of the applicable Indemnifying Party, such which consent will not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse withheld; provided, however, that if the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of shall have any such claim within potential liability with […***…*] after = 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. respect to, or may be adversely affected by, such claim or litigation, the Indemnifying Party shall not settle or compromise such claim or litigation without the prior written consent of the Indemnified Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***.

Indemnification Procedure. Each Party, as If any party hereto discovers or otherwise becomes aware of an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action event giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnification claim under this Article VII, such indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior shall promptly give written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights notice to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consentindemnifying party, or (iii) if Dimension is the Indemnifying Partyspecifying such claim; provided, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreementhowever, provided however that the failure of any indemnified party to give such prompt written notice as provided herein shall not relieve the Indemnifying Party indemnifying party of its indemnity obligation any obligations hereunder, to the extent the indemnifying party is not mate rially prejudiced thereby. Further, promptly after receipt by an indemnified party hereunder except of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Article VII, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying party is not materially prejudiced thereby. In case any such action is brought against an indemnified party (or an indemnification claim under Section 7.2 hereof is made involving remediation of the environmental condition in question), the indemnifying party shall be entitled to participate in and to assume the defense thereof (or, in the case of a claim for remediation, to participate in and assume responsibility for such remediation), jointly with any other indemnifying party similarly notified, to the extent that it may wish, with counsel (or, in the case of a claim for remediation, any personnel or contractor) reasonably satisfactory to such failure materially prejudices indemnified party, and after such notice from the indemnifying party to such indemnified party of its rights hereunder. The Indemnifying Party election to so assume the defense (or, in the case of a claim for remediation, to assume the responsibility for the remediation) thereof, the indemnifying party shall not be permitted liable to control such indemnified party for any litigation legal or potential litigation involving other expenses subsequently incurred by the latter in connection with the defense (or, in the case of a claim for remediation, the remediation) thereof unless the indemnifying party has failed to assume the defense of such claim (or, in the case of a claim for remediation, failed to assume the responsibility for the remediation) and to employ counsel (or, in the case of a claim for remediation, personnel or contractors) reasonably satisfactory to such indemnified person. An indemnifying party who elects not to assume the defense of a claim (or, in the case of a claim for remediation, to assume the responsibility for the remediation) shall not be liable for the fees and expenses of more than one counsel in any single jurisdiction (or, in the case of a claim subject to indemnification pursuant to this Section 11.5for remediation, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of more than one contractor) for all material developments parties indemnified by such indemnifying party with respect to such claim or with respect to claims separate but similar or related in the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent same jurisdiction arising out of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***same general C:\34ACTREP\EXFILES\EXHIBIT.2G 19

Indemnification Procedure. Each PartyIf a claim occurs for which a party has an indemnification obligation under Section 10.3 or 10.4, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an the “Indemnified PartyIndemnitee”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, will: (iia) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall promptly notify the Indemnifying Party within […***…] indemnifying party (the “Indemnitor”) in writing of becoming aware the claim; (b) use commercially reasonable efforts to mitigate the effects of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that claim; (c) reasonably cooperate with the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving Indemnitor in the defense of the claim; and (d) permit the Manufacturing Services Agreement Indemnitor to control the defense and settlement of the claim, with counsel reasonably satisfactory to the Indemnitee, all at the Indemnitor 's cost and expense. If the Indemnitor assumes the defense of the claim, 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 claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments judgment or enter into any settlement with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partyother party, such which consent will not to be unreasonably withheld or delayed. The indemnification rights If the Indemnitee withholds consent in respect of a Indemnified Party contained 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 this Agreement are 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 Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights which and obligations with respect to such Indemnified Party may have at law or in equity or otherwiseclaim will cease. The Indemnifying Party Indemnitor will pay directly all Third Party Liabilities incurred not be liable for defense any settlement or negotiation other disposition of any a claim hereunder or will reimburse by the Indemnified Party for all documented Third Party Liabilities incident to Indemnitee which is reached without the defense or negotiation written consent of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnitor.

Indemnification Procedure. Each PartyAn indemnified party under this Article 16 shall promptly notify the indemnifying party of any Claim with respect to which it seeks indemnity under this Article 16. An indemnifying party may participate, as at its own expense, in the defense of such Claim. If it so elects within a reasonable time after receipt of such notice, an indemnifying party (an “Indemnifying Party”)may, except as provided in the immediately following sentence and the last sentence of this paragraph, assume the defense of such Claim, with counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In the event that the Claim involves intellectual property infringement and affects more than just the parties to this Agreement and their respective Affiliates, then the indemnifying party shall not be permitted required to settle or compromise seek the consent of the indemnified party with respect to its counsel. In any claim or action giving rise such proceeding, any indemnified party shall have the right to Third Party Liabilities in a manner retain its own counsel, but the fees and expertise of such counsel shall be at the expense of such indemnified party unless (i) that imposes any restrictions or obligations on the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (an “Indemnified Party”ii) orthe named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, if Bayer is in respect of the Indemnifying Partylegal expense of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, on ReGenX or be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all such indemnified parties and that all such reasonable fees and expenses shall be reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) but if Bayer settled with such consent or if there is a final judgment for the Indemnifying Partyplaintiff, that grants the indemnifying party agrees to indemnify the indemnified party from and against any rights to the Licensed Technology Loss by reason of such settlement or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consentjudgment. No indemnifying party shall, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Partyindemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such consent not to be unreasonably withheld indemnified party (i) if such settlement involves any form of relief other than the payment of money or delayed. The indemnification any finding or admission of any violation of any law, regulation or order or any of the rights of a Indemnified Party contained in this Agreement any person or has any adverse effect on any other Claims that have been or may be made against the indemnified party, or (ii) if such settlement involves only the payment of money, unless it includes an unconditional release of such indemnified party of all liability on claims that are in addition to all other rights which the subject of such Indemnified Party proceeding. An indemnified party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for assume control of the defense or negotiation of any claim hereunder Claim if (i) it irrevocably waives its right to indemnity under this Article 16, or will reimburse (ii) without prejudice to its full right to indemnity under this Article 16 (A) the Indemnified Party for all documented Third Party Liabilities incident indemnifying party fails to provide reasonable assurance to the indemnified party of its financial capacity to defend or provide indemnification with respect to such Claim, (B) the indemnified party determines in good faith that there is a reasonable likelihood that a Claim would materially and adversely affect it or any other indemnitees other than as a result of monetary damages that would he fully reimbursed by an indemnifying party under this Agreement, or (C) the indemnifying party refuses or fails to timely assume the defense or negotiation of such Claim. An indemnifying party required to provide an indemnity to an indemnified party under this Article 16 shall have no obligation nor any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Claim under this Article if: 44

Indemnification Procedure. Each Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes Promptly after receipt by a Affiliate Indemnified Party of notice by a third party of any restrictions complaint or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer commencement of any action or proceeding with respect to which indemnification is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant being sought under this Agreement without Dimension’s prior written consentAgreement, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The such Affiliate Indemnified Party shall notify the Indemnifying Party within […***…] Shareholders of becoming aware such complaint or of any claim the commencement of such action or claims asserted or threatened against the Indemnified Party proceeding; PROVIDED, HOWEVER, that could give rise to a right of indemnification under this Agreement, provided however that the failure to give such notice so notify the Shareholders shall not relieve the Indemnifying Party of its indemnity obligation hereunder Shareholders from liability for such claims except and only to the extent that such failure materially to notify the Shareholders results in the forfeiture of, or otherwise prejudices its the Shareholder's ability to establish, rights hereunderand defenses otherwise available to the Shareholders with respect to such claim. The Indemnifying Shareholders shall have the right, upon written notice to the Affiliate Indemnified Party, to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Affiliate Indemnified Party and the payment of the fees and disbursements of such counsel as incurred. If the Shareholders do not elect to assume control of the defense of any such claims, the Shareholders shall be permitted bound by the results otherwise obtained with respect to control such claim. In the event, however, that the Shareholders decline or fail to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such Affiliate Indemnified Party, in either case in a timely manner, then such Affiliate Indemnified Party may employ counsel to represent or defend it in any such action or proceeding and the Shareholders shall pay the reasonable fees and disbursements of such counsel upon receipt of an invoice; PROVIDED, HOWEVER, that the Shareholders shall not be required to pay the fees and disbursements of more than one counsel for all Affiliate Indemnified Parties in any jurisdiction in any single action or proceeding. However, in the event, that an action or proceeding relating to the Seller Intellectual Property arises after March 31, 2001 in which the Shareholders decline or fail to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to such Affiliate Indemnified Party in such action or proceeding, in either case in a timely manner, then such Affiliate Indemnified Party may employ counsel to represent or defend it, the Seller or Affiliates in any such action or proceeding relating to the Seller Intellectual Property and Optio shall pay the fees and disbursements of such counsel if it is determined that there is no liability by Buyer, Seller or the Affiliates to such third party. In any action or proceeding with respect to which indemnification is being sought under this Agreement, the Affiliate Indemnified Parties or the Shareholders, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Affiliate Indemnified Parties or potential litigation involving the Shareholders, as the case may be, shall at all times use reasonable efforts to keep the Shareholders or the Affiliate Indemnified Parties, as the case may be, reasonably apprised of the status of the defense of any claim subject the defense of which they are maintaining, and to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments cooperate in good faith with each other with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***action.

Indemnification Procedure. Each Party, as Promptly after receipt by an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise Indemnified Person of notice of the commencement of any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party Legal Proceeding (an “Indemnified PartyClaim”) or), such Indemnified Person will, if Bayer a claim is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify be made hereunder against the Indemnifying Party within […***…] in respect thereof, notify the Company (or its successor) in writing of becoming aware of any claim or claims asserted or threatened against the Indemnified Party commencement thereof; provided that could give rise (i) the omission to a right of indemnification under this Agreement, provided however that so notify the failure to give such notice shall Company will not relieve the Indemnifying Party of its indemnity obligation from any liability that it may have hereunder except to the extent that it has been materially prejudiced by such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted omission and (ii) the omission to control any litigation or potential litigation involving so notify the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection of counsel. The Indemnified Party shall keep Company will not relieve the Indemnifying Party apprised from any liability that it may have to such Indemnified Person otherwise than on account of all material developments with respect to this Article VIII. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the claim and promptly provide Company of the commencement thereof, the Indemnifying Party 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 copies of all correspondence 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 documents exchanged by the Indemnified Indemnifying Party and the opposing party(ies) based on advice of such Indemnified Person’s counsel there are legal defenses available to such litigation. The Indemnified Party may not compromise Person that are different from or settle such litigation without the prior written consent of additional to those available to the Indemnifying Party, such consent Indemnified Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such Indemnified Claims. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its election to so assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, the Indemnifying Party shall not be liable to be unreasonably withheld or delayed. The indemnification rights such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of a investigation) unless (A) such Indemnified Party contained in this Agreement are Person shall have employed separate counsel (in addition to all other rights which any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel representing the Indemnified Persons who are parties to such Indemnified Party may have at law or Claims (in equity or otherwise. The 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 Party will pay directly all Third Party Liabilities incurred for defense or negotiation shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of any claim hereunder or will reimburse commencement of the Indemnified Claims, (C) the Indemnifying Party shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not reasonably cured within ten (10) Business Days of receipt of such notice, or (D) the Indemnifying Party shall have authorized in writing the employment of counsel for all documented Third Party Liabilities incident such Indemnified Person. Notwithstanding anything herein to the defense contrary, the Company and the other Debtors shall have sole control over any Tax controversy or negotiation Tax audit and shall be permitted to settle any liability for Taxes of any such claim within […***…] after the Indemnifying Party’s receipt of invoices for such fees, expenses, Company and charges. *** Confidential Treatment Requested ***the other Debtors.

Indemnification Procedure. Each PartyA party seeking indemnification (the "Indemnitee") shall use its commercially reasonable best efforts to minimize any liabilities, as an indemnifying party (an “Indemnifying Party”)damages, shall not deficiencies, claims, judgments, assessments, costs and expenses in respect of which indemnity may be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification sought under this Agreement. The Indemnitee shall give prompt written notice to the party from whom indemnification is sought (the "Indemnitor") of the assertion of a claim for indemnification; provided, provided however however, that the Indemnitee's failure to give such notice notify the Indemnitor shall not relieve excuse the Indemnifying Party of its indemnity Indemnitor's obligation hereunder to indemnify the Indemnitee except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving the Indemnitor's defense of any such claim. No such notice of assertion of a claim subject to indemnification pursuant to shall satisfy the requirements of this Section 11.513 unless it describes in reasonable detail and in good faith the facts and circumstances upon which the asserted claim for indemnification is based. If any action or proceeding shall be brought in connection with any liability or claim to be indemnified hereunder, the Indemnitee shall provide the Indemnitor twenty (20) calendar days to decide whether to defend such liability or claim. During such period, the Indemnitee shall take all necessary steps to protect the interests of itself and the Indemnitor, including the selection filing of counselany necessary responsive pleadings, the seeking of emergency relief or other action necessary to maintain the status quo, subject to reimbursement from the Indemnitor of its expenses in doing so. The Indemnified Party Indemnitor shall keep (with, if necessary, reservation of rights) defend such action or proceeding at its expense, using counsel selected by the Indemnifying Party apprised of all material developments with respect to the insurance company insuring against any such claim and promptly provide the Indemnifying Party with copies of all correspondence undertaking to defend such claim, or by other counsel selected by it and documents exchanged approved by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may Indemnitee, which approval shall not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed. The indemnification rights Indemnitor shall keep the Indemnitee fully apprised at all times of a Indemnified Party contained in this Agreement are in addition the status of the defense and shall consult with the Indemnitee prior to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation the settlement of any indemnified matter. Indemnitee agrees to use reasonable efforts to cooperate with Indemnitor in connection with its defense of indemnifiable claims. In the event the Indemnitee has a claim hereunder or will reimburse claims against any third party growing out of or connected with the Indemnified Party for all documented Third Party Liabilities incident indemnified matter, then upon receipt of indemnification, the Indemnitee shall fully assign to the defense Indemnitor the entire claim or negotiation claims to the extent of any the indemnification actually paid by the Indemnitor and the Indemnitor shall thereupon be subrogated with respect to such claim within […***…] after or claims of the Indemnifying Party’s receipt of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***Indemnitee.

Indemnification Procedure. Each After the incurrence of any Loss by any Buyer Party or any Seller Party, as an indemnifying party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving which might give rise to Third Party Liabilities in a manner indemnification hereunder, the party seeking indemnification (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified PartyIndemnitee”) orshall deliver to the party from which indemnification is sought (the “Indemnitor”) written notice of such Loss within fifteen (15) days of Indemnitee’s becoming aware thereof; provided, however, that delay or failure to so notify the Indemnitor shall only relieve the Indemnitor of its obligations to the extent, if Bayer at all, that it is prejudiced by reasons of such delay or failure. The Indemnitor shall have a period of thirty (30) days within which to respond thereto. If the Indemnifying PartyIndemnitor accepts responsibility within such thirty (30)-day period, on ReGenX the Indemnitor shall be obligated to compromise or defend such matter, at its licensors under own expense and through counsel reasonably satisfactory to the Existing LicensesIndemnitee. If the Indemnitor does respond within such 30-day period and rejects responsibility for such matter in whole or in part, or does not respond, the Indemnitee shall be free to pursue, without the other Party’s prior written consentprejudice to any of its rights hereunder, (ii) if Bayer is the Indemnifying Party, that grants any rights such remedies as may be available to the Licensed Technology or Licensed GT Products other than those Bayer has Indemnitee under applicable law at the Indemnitor’s expense (subject, for the avoidance of doubt, to the limits set forth in this Article 14). The Indemnitee agrees to cooperate fully with the Indemnitor and its counsel in the defense against any such asserted liability. In any event, the Indemnitee shall have the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to participate in a right of indemnification under this Agreement, provided however that the failure to give such notice shall not relieve the Indemnifying Party of non-controlling manner and at its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunder. The Indemnifying Party shall be permitted to control any litigation or potential litigation involving own expense in the defense of any claim subject to indemnification pursuant to this Section 11.5, including the selection such asserted liability. Any compromise of counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to the claim and promptly provide the Indemnifying Party with copies of all correspondence and documents exchanged such asserted liability by the Indemnified Party and the opposing party(ies) to such litigation. The Indemnified Party may not compromise or settle such litigation without Indemnitor shall require the prior written consent of the Indemnifying Party, Indemnitee and until such consent not is obtained the Indemnitor shall continue the defense of such asserted liability. If, however, the Indemnitee refuses its consent to a bona fide offer of settlement containing a complete release of the Indemnitee from all liability in connection with the underlying claim that the Indemnitor wishes to accept, the Indemnitee may continue to pursue such matter, free of any participation by the Indemnitor, at the sole expense of the Indemnitee. In such event, the obligation of the Indemnitor to the Indemnitee shall be unreasonably withheld equal to the lesser of (i) the amount of the offer of settlement which the Indemnitee refused to accept plus the costs and expenses of the Indemnitee prior to the date the Indemnitor notifies the Indemnitee of the offer of settlement; or delayed(ii) the actual out-of-pocket amount the Indemnitee is obligated to pay as a result of the Indemnitee’s continuing to pursue such matter. The indemnification rights Indemnitor shall be entitled to recover from the Indemnitee any additional expenses incurred by the Indemnitor as a result of a Indemnified Party contained in this Agreement are in addition the decision of the Indemnitee to all other rights which pursue such Indemnified Party may have at law or in equity or otherwisematter. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse So long as the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of Indemnitor is reasonably contesting any such claim within […***…] after in good faith, the Indemnifying PartyIndemnitee shall not pay or settle such claim without the Indemnitor’s receipt of invoices for prior written consent; provided that the Indemnitee may pay or settle such fees, expenses, and charges. *** Confidential Treatment Requested ***claim if it waives its right to indemnity therefor from the Indemnitor.

Indemnification Procedure. Each Party, as an indemnifying (a) The party (an “Indemnifying Party”), shall not be permitted to settle or compromise any claim or action giving rise to Third Party Liabilities in a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified Party”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant seeking indemnification under this Agreement without Dimension’s prior written consent, (the "Indemnified Party") shall promptly notify the party from which indemnification is being sought (the "Indemnifying Party") of the facts and circumstances upon which the Indemnified Party intends to base a claim for indemnification hereunder ("Notices"). Notice shall in all events be considered prompt if given (1) no later than 15 days after the Indemnified Party learns of the facts upon which it will claim such indemnification or (iii2) if Dimension is the Indemnifying Partyearlier, that grants any rights that are inconsistent with those granted in sufficient time to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party shall notify allow the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against the Indemnified Party that could give rise to a right of indemnification under exercise its rights pursuant to this AgreementArticle VII; provided, provided however however, that the failure to give provide such Notice of claims promptly (so long as a notice of claims is given before the date on which the applicable representation or warranty ceases to survive) shall not relieve affect the obligations of the Indemnifying Party of its indemnity obligation hereunder except to the extent that such failure materially prejudices its rights hereunderthe Indemnifying Party is prejudiced thereby. The Indemnifying Party shall have the right, at its own cost, to participate jointly in the defense of any third-party claim, demand, lawsuit or other proceeding in connection with which the Indemnified Party has claimed indemnification hereunder, and may elect (the "Election") to take over the defense of such claim within 10 business days following Notice thereof upon its written unconditional acknowledgment of its obligation to indemnify the Indemnified Party with respect to such claim; provided, however, that theglobe shall be permitted permitted, at its option, to control any litigation or potential litigation involving require that Sellers shall not take over the defense of any claim subject to brought by any Person with which theglobe or the Surviving Corporation has a material business relationship against any member of theglobe Indemnified Group for which indemnification is available pursuant to this Section 11.5Article VII, including and upon exercise of such option such member of theglobe Indemnified Group shall defend such claim, subject to the selection following conditions: (i) the Sellers shall be entitled, in their discretion and at their expense, to engage counsel and to participate in any discussions, meetings, negotiations and other communications which may be held or conducted between such member of theglobe Indemnified Group and such customer or supplier, or their respective counsels, with respect to such claim; (ii) such member of theglobe Indemnified Group shall consult with a representative of the Sellers (assuming one has been appointed by the Sellers) before making or communicating to such customer or supplier, or its counsel. The Indemnified Party shall keep the Indemnifying Party apprised of all material developments , any decisions concerning such member's strategy or position with respect to the defense of such claim; and (iii) such member of theglobe Indemnified Group shall not settle or otherwise dispose of such claim and promptly provide without the consent of the aforementioned representative of the Sellers. If the Indemnifying Party with makes an Election, (x) it shall keep the Indemnified Party informed as to the status of the applicable matter and shall send promptly copies of all correspondence and documents exchanged by pleadings to the Indemnified Party, (y) with respect to any issue involved in such claim, it shall have the sole right, with respect to claims or portions of claims seeking monetary damages only, to settle or otherwise dispose of such claim on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party and to the opposing party(ies) settlement or disposition shall be required if such settlement or disposition shall result in or would reasonably be expected to such litigation. The result in any Liability to, equitable relief against or adverse business effect on the Indemnified Party may not compromise or settle such litigation without the prior written consent of the Indemnifying Party, such which consent shall not to be unreasonably withheld or delayed. The indemnification rights of a Indemnified Party contained in this Agreement are in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse , and (z) the Indemnified Party for all documented Third Party Liabilities incident shall have the right to participate jointly in the defense of such claim, but shall do so at its own cost not subject to reimbursement. If the Indemnifying Party does not elect to take over the defense of a third-party claim, the Indemnified Party shall have the right to contest, compromise or negotiation of any settle such claim within […***…] after in the Indemnifying Party’s receipt exercise of invoices for such fees, expenses, and charges. *** Confidential Treatment Requested ***its reasonable judgment.

Indemnification Procedure. Each Party, as an indemnifying 6.5.1 A party seeking indemnification pursuant to Section 6 (an “Indemnified Partner”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”)) of the assertion of any claim, shall not be permitted to settle or compromise including any claim or action giving rise to Third Party Liabilities brought by a third party, in respect of which indemnity may be sought hereunder (a manner (i) that imposes any restrictions or obligations on the indemnified party (an “Indemnified PartyClaim”) or, if Bayer is the Indemnifying Party, on ReGenX or its licensors under the Existing Licenses, without the other Party’s prior written consent, (ii) if Bayer is the Indemnifying Party, that grants any rights to the Licensed Technology or Licensed GT Products other than those Bayer has the right to grant under this Agreement without Dimension’s prior written consent, or (iii) if Dimension is the Indemnifying Party, that grants any rights that are inconsistent with those granted to Bayer under this Agreement without Bayer’s prior written consent. The Indemnified Party and shall notify give the Indemnifying Party within […***…] of becoming aware of any claim or claims asserted or threatened against such information with respect thereto as the Indemnified Indemnifying Party that could give rise to a right of indemnification under this Agreementmay reasonably request, provided however that the but no failure to give such notice shall not relieve the Indemnifying Party of its indemnity obligation any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). If the Indemnifying Party establishes to the reasonable satisfaction of the Indemnified Partner that the Indemnifying Party has (and will continue to have) adequate financial resources to satisfy and discharge such failure materially prejudices its rights hereunder. The Claim, the Indemnifying Party shall have the right, exercisable by written notice (the “Notice”) to the Indemnified Partner (which notice shall state that the Indemnifying Party expressly agrees that as between the Indemnifying Party and the Indemnified Partner, the Indemnifying Party shall be permitted solely obligated to control satisfy and discharge the Claim) within thirty (30) days of receipt of notice from the Indemnified Partner of the commencement of or assertion of any litigation or potential litigation involving Claim, to assume the defense of any claim subject to indemnification pursuant to this Section 11.5such Claim, including the selection of counsel. The Indemnified Party shall keep using counsel selected by the Indemnifying Party apprised of all material developments with respect and reasonably acceptable to the claim and promptly provide Indemnified Partner, provided that the Indemnifying Party with copies shall not have the right to assume the defense of all correspondence and documents exchanged by a Claim (A) seeking an injunction, restraining order, declaratory relief or other non-monetary relief against the Indemnified Partner (whether or not the Indemnifying Party is also named as a party) or (B) if the named parties to any such action (including any impleaded parties) includes both the Indemnified Partner and the Indemnifying Party and the opposing party(ies) Indemnified Partner shall have been advised by counsel that there are one or more legal or equitable defenses available to such litigation. The the Indemnified Party may not compromise or settle such litigation without the prior written consent of Partner which are different from those available to the Indemnifying Party, ; in which case such consent not Indemnified Partner shall have the right to be unreasonably withheld or delayed. The indemnification rights participate in the defense of a Indemnified Party contained Claim of the type set forth in this Agreement are clause (A) and/or (B) above and all Damages in addition to all other rights which such Indemnified Party may have at law or in equity or otherwise. The Indemnifying Party will pay directly all Third Party Liabilities incurred for defense or negotiation of any claim hereunder or will reimburse the Indemnified Party for all documented Third Party Liabilities incident to the defense or negotiation of any such claim within […***…] after connection therewith shall be reimbursed by the Indemnifying Party’s receipt . In addition, if the Indemnifying Party fails to give the Indemnified Partner the Notice complying with the provisions stated above within the stated time period, the Indemnified Partner shall have the right to assume control of invoices for such fees, expenses, the defense of the Claim and charges. *** Confidential Treatment Requested ***all Damages in connection therewith shall be reimbursed by the Indemnifying Party upon demand of the Indemnified Partner.