Common use of Procedure Clause in Contracts

Procedure. Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each A party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) seeking indemnification or defense shall give prompt notice to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such upon learning of any Claim. If the Indemnified Party has actual knowledge does not promptly notify the Indemnifying Party of any claim as the Claim, the Indemnifying Party will be relieved of its indemnification and defense obligations with respect to which indemnity may be sought, and the Claim to the extent the Indemnifying Party was prejudiced by that failure. The Indemnified Party shall permit allow the Indemnifying Party to assume control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party. After the Indemnifying Party assumes the defense of the indemnified Claim, the Indemnified Party will bear the expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party. The Indemnifying Party shall use counsel reasonably experienced in the subject matter at issue and shall only settle a Claim without the written consent of the Indemnified Party if the settlement (1) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person; (2) has no effect on any other claim against the Indemnified Party; (3) provides as the claimant’s sole relief monetary damages that are paid in any litigation resulting therefrom, provided that counsel for full by the Indemnifying Party, who shall conduct ; and (4) requires that the defense of such claim or any litigation resulting therefrom, shall be approved by claimant releases the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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 Part from all liability alleged in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromClaim.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party If a Person entitled to indemnification under this Section 5.6 9.1 or Section 9.2 (the an “Indemnified PartyIndemnitee”) shall give notice to seeks such indemnification, such Indemnitee will (i) inform the party required to provide indemnification (the “Indemnifying Party”) promptly indemnifying Party in writing of a Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (ii) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any the Claim (including the sole right to settle such claim in any litigation resulting therefromClaim at the sole discretion of the indemnifying Party, provided that counsel for (A) such settlement or compromise does not admit any fault or negligence on the Indemnifying Partypart of the Indemnitee, who shall conduct or impose any obligation on, or otherwise materially adversely affect, the defense Indemnitee or other Party and (B) the indemnifying Party first obtain the written consent of the Indemnitee with respect to such claim or any litigation resulting therefromsettlement, shall be approved by the Indemnified Party (whose approval shall which consent will not be unreasonably withheld), and (iii) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim, and (iv) undertake reasonable steps to mitigate any such claim Losses with respect to the Claim. The provisions of Section 7.4 will govern the procedures for responding to a Claim of infringement described therein. Notwithstanding anything in this Agreement to the contrary, the indemnifying Party will have no liability under Section 9.1 or litigationSection 9.2, shallas the case may be, except with the consent of each Indemnified Party, consent to entry of any judgment for Claims settled or enter into any settlement which does not include as an unconditional term thereof the giving compromised by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or Indemnitee without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromindemnifying Party’s prior written consent.

Procedure. Each party entitled to To receive the benefit of indemnification under this Section 5.6 (7.2 or Section 7.3, the “ViewRay Indemnified Party or 3D Line Indemnified Party”, as applicable, must: (a) shall give notice to promptly notify the party required to provide from whom indemnification is sought (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as or proceeding; provided, that failure to which indemnity may be soughtgive such notice shall not relieve Indemnifying Party of its indemnification obligations except where, and shall permit solely to the extent that, such failure actually and materially prejudices the rights of Indemnifying Party; (b) provide reasonable cooperation to the Indemnifying Party (and its insurer), as reasonably requested, at Indemnifying Party’s cost and expense; and (c) tender to assume the defense of any such Indemnifying Party (and its insurer) full authority to defend or settle the claim in any litigation resulting therefrom, or suit; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or no settlement requiring any litigation resulting therefrom, shall be approved admission by the Indemnified Party (whose approval shall not be unreasonably withheld), and or that imposes any obligation on the Indemnified Party may shall be made without the Indemnified Party’s consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnified Party has the right to participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, expense in the defense of any such claim or 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 suit and in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromselecting counsel therefor.

Procedure. Each A party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) seeking indemnification or defense shall give prompt notice to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such upon learning of any Claim. If the Indemnified Party has actual knowledge does not promptly notify the Indemnifying Party of any claim as the Claim, the Indemnifying Party will be relieved of its indemnification and defense obligations with respect to which indemnity may be sought, and the Claim to the extent the Indemnifying Party was prejudiced by that failure. The Indemnified Party shall permit allow the Indemnifying Party to assume control the defense and settlement of the indemnified Claim and shall reasonably cooperate with the Indemnifying Party. After the Indemnifying Party assumes the defense of the indemnified Claim, the Indemnified Party will bear the expenses of any additional counsel retained by the Indemnified Party, and the Indemnifying Party will not be liable to such party under this agreement for any legal or other expenses subsequently incurred by such party. The Indemnifying Party shall use counsel reasonably experienced in the subject matter at issue and shall only settle a Claim without the written consent of the Indemnified Party if the settlement (1) does not entail any admission on the part of the Indemnified Party that it violated any law or infringed the rights of any person; (2) has no effect on any other claim against the Indemnified Party; (3) provides as the claimant’s sole relief monetary damages that are paid in any litigation resulting therefrom, provided that counsel for full by the Indemnifying Party, who shall conduct ; and (4) requires that the defense of such claim or any litigation resulting therefrom, shall be approved by claimant releases the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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 alleged in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromClaim.

Procedure. Each party entitled to If a Party is seeking indemnification under this Section 5.6 Article 10 (the “Indemnified Party”) ), it shall give notice to inform the party required to provide indemnification other Party (the “Indemnifying Party”) promptly of the claim giving rise to the obligation to indemnify pursuant to Article 10 as soon as reasonably practicable after receiving notice of the claim (provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party has actual knowledge of any claim Party’s rights to indemnification under, as applicable, Article 10 except to which indemnity may be sought, and shall permit the extent that such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel 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, who shall conduct and at the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnifying Party’s cost and expense. The Indemnified Party (whose approval shall not be unreasonably withheld)have the right to participate, and the Indemnified Party may participate in such defense at its own expense, expense and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party with counsel of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partychoice, in the defense of any such claim or litigation, shall, except with suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of each the 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 Indemnifying Party of a release from all liability may provide in respect to such claim or litigationits sole discretion. Each The Indemnified Party shall furnish such non-privileged information regarding itself not settle or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of compromise any such claim and litigation resulting therefromwithout the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Procedure. Each A party entitled to seeking indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to promptly notify the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any claim as to which indemnity may be soughtfor indemnification, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromprovided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give such notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 any liability hereunder (except to the extent that the Indemnifying Party is materially and adversely affected has suffered actual material prejudice by such failure failure). The Indemnified Party shall tender sole defense and control of such claim to provide noticethe Indemnifying Party. No The Indemnified Party shall, if requested by the Indemnifying Party, give reasonable assistance to the Indemnifying Party in the defense of any claim. The Indemnifying Party shall reimburse the Indemnified Party for any reasonable legal expenses directly incurred from providing such assistance as such expenses are incurred. The Indemnifying Party shall have the right to consent to the entry of judgment with respect to, or otherwise settle, an indemnified claim or litigation, shall, except only with the prior written consent of each the Indemnified Party, which consent to entry of shall not be unreasonably withheld; provided, however, that the Indemnified Party may withhold its consent if any such judgment or enter into any settlement which imposes an unreimbursed monetary or continuing non-monetary obligation on such Party or does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified release of that Party of a release and its Affiliates from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or of claims that are the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with subject matter of the defense of such claim and litigation resulting therefromindemnified claim.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each In the event a party entitled to seeks indemnification under this Section 5.6 12.1 or 12.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after such party (the “Indemnified Party”) shall give receives notice to of the party required to provide indemnification claim (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtit being understood and agreed, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromhowever, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any by an Indemnified Party to give notice of a claim as provided herein in this Section 12.3 shall not relieve the Indemnifying Party of its obligations indemnification obligation under this Section 5.6 Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice), shall permit the Indemnifying Party is materially to assume direction and adversely affected by such failure control of the defense of the claim (including the right to provide notice. No settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party, ) in the defense of the claim. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim thereto, that imposes any liability or litigation. Each obligation on the Indemnified Party shall furnish such non-privileged information regarding itself or that acknowledges fault by the claim Indemnified Party; in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with each case, without the defense prior written consent of such claim and litigation resulting therefromthe Indemnified Party.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each Promptly after a party entitled to whom an indemnification under this Section 5.6 obligation is owed hereunder (the “an "Indemnified Party”") shall give receives notice to of the commencement of any Proceeding in respect of which indemnification may be sought hereunder, the Indemnified Party will notify the party required that is obligated to provide indemnification indemnify hereunder (the “an "Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as "); but the omission to which indemnity may be sought, and shall permit so notify the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except from any obligation hereunder unless, and only to the extent that that, such omission results in the Indemnifying Party's forfeiture of substantive rights or defenses. If any such Proceeding shall be brought against the Indemnified Party, the Indemnifying Party is materially and adversely affected by such failure shall, upon written notice given reasonably promptly following the Indemnified Party's notice to provide notice. No the Indemnifying Party, in the defense Party of any such claim or litigationProceeding, shall, except be entitled to assume the defense thereof at its own expense with counsel chosen by the consent of each Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided; however, consent to entry of that 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 may, at its own expense, retain separate counsel to participate in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromdefense.

Procedure. Each party entitled to indemnification under this Section 5.6 5 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 5 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to To receive the benefit of indemnification under this Section 5.6 (8.2 or Section 8.3, the “ViewRay Indemnified Party or QED Indemnified Party”, as applicable, must: (a) shall give notice to promptly notify the party required to provide from whom indemnification is sought (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as or proceeding; provided, that failure to which indemnity may be soughtgive such notice shall not relieve Indemnifying Party of its indemnification obligations except where, and shall permit solely to the extent that, such failure actually and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. materially prejudices the rights of Indemnifying Party; (b) provide reasonable cooperation to the Indemnifying Party (and its insurer), as reasonably requested, at Indemnifying Party’s cost and expense; and (c) tender to assume the defense of any such Indemnifying Party (and its insurer) full authority to defend or settle the claim in any litigation resulting therefrom, or suit; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or no settlement requiring any litigation resulting therefrom, shall be approved admission by the Indemnified Party (whose approval shall not be unreasonably withheld), and or that imposes any obligation on the Indemnified Party may shall be made without the Indemnified Party’s consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnified Party has the right to participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, expense in the defense of any such claim or 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 suit and in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromselecting counsel therefore.

Procedure. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 5.6 (6 of notice of the “Indemnified Party”) shall give notice commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, notify in writing the indemnifying party of the commencement thereof; and the omission so to notify the indemnifying party will relieve the indemnifying party from any liability under this Section 6 as to the party required to provide particular item for which indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and shall permit it notifies an indemnifying party of the Indemnifying Party commencement thereof, the indemnifying party will be entitled to participate therein, and to the extent that it may wish, jointly with any other indemnifying party, similarly notified, to assume the defense of any such claim in any litigation resulting therefromthereof, provided that with counsel for the Indemnifying Party, who shall conduct be to the reasonable satisfaction of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval shall indemnifying party will not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations indemnified party under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected 6 for any legal or other expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof other than reasonable costs of investigation. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such claim and litigation resulting therefromindemnifying party.

Procedure. Each party entitled to To receive the benefit of indemnification under this Section 5.6 (8.2 or Section 8.3, the “ViewRay Indemnified Party or Jastec Indemnified Party”, as applicable, must: (a) shall give notice to promptly notify the party required to provide from whom indemnification is sought (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as or proceeding; provided, that failure to which indemnity may be soughtgive such notice shall not relieve Indemnifying Party of its indemnification obligations except where, and shall permit solely to the extent that, such failure actually and materially prejudices the rights of Indemnifying Party; (b) provide reasonable cooperation to the Indemnifying Party (and its insurer), as reasonably requested, at Indemnifying Party’s cost and expense; and (c) tender to assume the defense of any such Indemnifying Party (and its insurer) full authority to defend or settle the claim in any litigation resulting therefrom, or suit; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or no settlement requiring any litigation resulting therefrom, shall be approved admission by the Indemnified Party (whose approval shall not be unreasonably withheld), and or that imposes any obligation on the Indemnified Party may shall be made without the Indemnified Party’s consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnified Party has the right to participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, expense in the defense of any such claim or 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 suit and in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromselecting counsel therefore.

Procedure. Each party entitled to indemnification under this Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification (a) In order for an Indemnified Party under this Section 5.6 Article 8 (the an “Indemnified Party”) shall give notice to be entitled to any indemnification provided for under this Agreement, the Indemnified Party will, within a reasonable period of time following the discovery of the matters giving rise to any Losses, notify its applicable insurer and the indemnifying party required to provide indemnification under this Article 8 (the “Indemnifying Party”) promptly after in writing of its claim for indemnification for such Indemnified Party has actual knowledge Losses, specifying in reasonable detail the nature of any claim as the Losses and the amount of the liability estimated to which indemnity may be soughtaccrue therefrom; provided, and shall permit however, that failure to give notification will not affect the indemnification provided hereunder, except to the extent the Indemnifying Party will have been actually prejudiced as a result of the failure. Thereafter, the Indemnified Party will deliver to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct within a reasonable period of time after the defense Indemnified Party’s receipt of such claim or any request, all information, records and documentation reasonably requested by the Indemnifying Party with respect to such Losses. The Indemnifying Party shall control all litigation resulting therefromreflecting to the indemnification. Without limiting the foregoing, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld)control choice of counsel, staffing, and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party all decisions to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except be made 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled The Party having the obligation or first right to indemnification under this Section 5.6 (defend an Infringement Claim shall be referred to as the “Indemnified Defending Party”) .” The Defending Party shall give notice have the sole and exclusive right to select counsel for any Infringement Claim; provided that such counsel shall be reasonably acceptable to the party required to provide indemnification (other Party. The Defending Party shall keep the “Indemnifying Party”) promptly after such Indemnified other Party has actual knowledge fully informed of any claim as such claims, shall consult with the other Party with respect to which indemnity may be soughtthe strategy and conduct of any defense of such claims, and shall permit provide the Indemnifying other Party with copies of all documents filed in, and all written communications relating to, any suit brought in connection with such claims, which copies of documents filed or communications sent by the Defending Party will be provided in advance of filing or sending. The other Party may provide comments and suggestions with respect to assume any material actions to be taken by the Defending Party, and the Defending Party shall reasonably consider all comments and suggestions and shall take all prosecution actions reasonably recommended by the other Party. The other Party may also participate and be represented in any such claim or related suit, at its own expense. The other Party shall have the sole and exclusive right to control the defense of an Infringement Claim in the event the Defending Party fails to exercise its right to THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. assume such defense within thirty (30) days following written notice from the other Party of such Infringement Claim. No Party shall settle any claims or suits involving rights of another Party (or rights of such claim in any litigation resulting therefrom, provided that counsel for Party to the Indemnifying extent they are licensed to such other Party) without obtaining the prior written consent of such other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval which consent shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification The obligations of MSD and Collaborator under this Section 5.6 14.2 (Indemnification) are conditioned upon the “Indemnified Party”) shall give delivery of written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified indemnifying Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit potential Liability within a reasonable time after the Indemnifying indemnified Party becomes aware of such potential Liability. The indemnifying Party will have the right to assume the defense of any such suit or claim related to the Liability (using counsel reasonably satisfactory to the indemnified Party) if it has assumed responsibility for the suit or claim in any litigation resulting therefrom, writing; provided that counsel the indemnified Party may assume the responsibility for such defense to the Indemnifying extent the indemnifying Party does not do so in a timely manner). The indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The Defending Party shall keep the Other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the Other Party with respect thereto. The Defending Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval which shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expenseconditioned or delayed. The Defending Party, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except but solely to the extent that the Indemnifying Defending Party is materially and adversely affected by such failure to provide notice. No Indemnifying also the indemnifying Party, in the defense shall not agree to any settlement of any such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Other Party of a release from all liability in with respect to such claim thereto or litigation. Each Indemnified that imposes any liability or obligation on the Other Party shall furnish such non-privileged information regarding itself or without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with prior written consent of the defense of such claim and litigation resulting therefromOther Party.

Procedure. Each party entitled (a)Any Person to seeking indemnification provided for under this Section 5.6 ARTICLE XI (the an “Indemnified Party”) in respect of, arising out of or involving a claim made by any Person (other than a party hereto) against an Indemnified Party (a “Third Party Claim”), shall give notice promptly notify the indemnifying Party in writing of the Third Party Claim stating the amount of the Loss claimed, if known, and method of computation thereof, the facts and circumstances giving rise to such claim in reasonable detail, and containing a reference to the party required provisions of this Agreement in respect of which such right of indemnification is claimed to provide indemnification arise within ten (the “Indemnifying Party”10) promptly Business Days after receipt by such Indemnified Party has actual knowledge of any claim as written notice of the Third Party Claim (or sooner, to which indemnity may be soughtthe extent the nature of the Third Party Claim requires a response in a shorter period of time); provided, and shall permit the Indemnifying Party that failure to assume the defense of any give such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval notice shall not be unreasonably withheld), and affect the Indemnified Party may participate in such defense at its own expense, and right to indemnification provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 hereunder except to the extent that the Indemnifying indemnifying Party is shall have been actually and materially and adversely affected by prejudiced as a result of such failure failure. Thereafter, the Indemnified Party shall deliver to provide notice. No Indemnifying the indemnifying Party, in the defense of any as promptly as reasonably practicable following such claim or litigation, shall, except with the consent of each Indemnified Party’s receipt thereof, consent to entry copies of all written notices and documents (including any judgment or enter into any settlement which does not include as an unconditional term thereof the giving court papers) received by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect relating to such claim or litigation. Each Indemnified the Third Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromClaim.

Procedure. Each party In the event of a claim by a Third Party against a Party entitled to indemnification under this Section 5.6 Agreement (the “Indemnified Party”) shall give notice ), the Indemnified *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the party required to provide indemnification omitted portions. Party shall promptly notify the other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any the claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume shall undertake and solely manage and control, at its sole expense, the defense of any such the claim in any litigation resulting therefrom, provided that counsel for and its settlement. The Indemnified Party shall cooperate with the Indemnifying Party, who including, as requested by the Indemnifying Party entering into a joint defense agreement. The Indemnified Party may, at its option and expense, be represented in any such action or proceeding by counsel of its choice. The Indemnifying Party shall conduct the defense of such claim or not be liable for any litigation resulting therefrom, shall be approved costs or expenses incurred by the Indemnified Party (whose approval without the Indemnifying Party’s written consent. The Indemnifying Party shall not be unreasonably withheld), settle any such claim unless such settlement fully and unconditionally releases the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each relating thereto, unless the Indemnified Party shall furnish such non-privileged information regarding itself or the claim otherwise agrees in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party entitled to indemnification under this Section 5.6 Article V (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article V except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to To receive the benefit of indemnification under this Section 5.6 (8.2 or Section 8.3, the “ViewRay Indemnified Party or Tesla Indemnified Party”, as applicable, must: (a) shall give notice to promptly notify the party required to provide from whom indemnification is sought (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as or proceeding; provided, that failure to which indemnity may be soughtgive such notice shall not relieve Indemnifying Party of its indemnification obligations except where, and shall permit solely to the extent that, such failure actually and materially prejudices the rights of Indemnifying Party; (b) provide reasonable cooperation to the Indemnifying Party (and its insurer), as reasonably requested, at Indemnifying Party’s cost and expense; and (c) tender to assume the defense of any such Indemnifying Party (and its insurer) full authority to defend or settle the claim in any litigation resulting therefrom, or suit; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or no settlement requiring any litigation resulting therefrom, shall be approved admission by the Indemnified Party (whose approval shall not be unreasonably withheld), and or that imposes any obligation on the Indemnified Party may shall be made without the Indemnified Party’s consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnified Party has the right to participate in such defense at its own expense, expense in the claim or suit and provided further that in selecting counsel therefor. [***] Certain information in this document has been omitted and filed separately with the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromomitted portions.

Procedure. Each party entitled to indemnification The obligations of Merck and BioLineRx under this Section 5.6 (14.2 are conditioned upon the “Indemnified Party”) shall give delivery of written notice to Merck or BioLineRx, as the party required to provide case might be, of any potential Liability within the other Party’s indemnification (the “Indemnifying Party”) promptly obligation, within a reasonable time after such Indemnified Party has actual knowledge becomes aware of any claim as to which indemnity may be sought, and shall permit such potential Liability. The indemnifying Party will have the Indemnifying Party right to assume the defense of any such suit or claim related to the Liability (using counsel reasonably satisfactory to the indemnified Party) if it has assumed responsibility for the suit or claim in any litigation resulting therefrom, writing; provided that counsel the indemnified Party may assume the responsibility for such defense to the Indemnifying extent the indemnifying Party does not do so in a timely manner. The indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The Party controlling such defense (the “Defending Party”) shall keep the other Party (the “Other Party”) advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the Other Party with respect thereto. The Defending Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval which shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expenseconditioned or delayed. The Defending Party, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except but solely to the extent that the Indemnifying Defending Party is materially and adversely affected by such failure to provide notice. No Indemnifying also the indemnifying Party, in the defense shall not agree to any settlement of any such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Other Party of a release from all liability in with respect to such claim thereto or litigation. Each Indemnified that imposes any liability or obligation on the Other Party shall furnish such non-privileged information regarding itself or without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with prior written consent of the defense of such claim and litigation resulting therefromOther Party.

Procedure. Each Promptly after receipt by any indemnified party of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying party pursuant to this Section 5, such indemnified party shall notify the indemnifying party in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified party and the indemnifying party shall have been notified thereof, the indemnifying party shall be entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice participate therein, and, to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtextent that it shall wish, and shall permit the Indemnifying Party to assume the defense thereof, with counsel reasonably satisfactory to the indemnified party. After notice from the indemnifying party to such indemnified party of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct indemnifying party's election to assume the defense of such claim or any litigation resulting therefromthereof, shall be approved by the Indemnified Party (whose approval indemnifying party shall not be unreasonably withheld), and the Indemnified Party may participate in liable to such defense at its own expense, and provided further that the failure of indemnified party for any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected legal expenses subsequently incurred by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required indemnified party in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified party for the same counsel to represent both the indemnified party and such indemnifying party or any affiliate or associate thereof, the indemnified party shall be entitled to retain its own counsel at the expense of such claim and litigation resulting therefromindemnifying party.

Procedure. Each party entitled to indemnification The obligations of Merck and Company under this Section 5.6 (14.2 are conditioned upon the “Indemnified Party”) shall give delivery of written notice to Merck or Company, as the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge case might be, of any claim as to which indemnity may be sought, and shall permit potential Liability within a reasonable time after a Party becomes aware of such potential Liability. The indemnifying Party will have the Indemnifying Party right to assume the defense of any such suit or claim related to the Liability (using counsel reasonably satisfactory to the indemnified Party) if it has assumed responsibility for the suit or claim in any litigation resulting therefrom, writing; provided that counsel the indemnified Party may assume the responsibility for such defense to the Indemnifying extent the indemnifying Party does not do so in a timely manner). The indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The Party controlling such defense (the “Defending Party”) shall keep the other Party (the “Other Party”) advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the Other Party with respect thereto. The Defending Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval which shall not be unreasonably withheld). The Defending Party, and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except but solely to the extent that the Indemnifying Defending Party is materially and adversely affected by such failure to provide notice. No Indemnifying also the indemnifying Party, in the defense shall not agree to any settlement of any such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Other Party of a release from all liability in with respect to such claim thereto or litigation. Each Indemnified that imposes any liability or obligation on the Other Party shall furnish such non-privileged information regarding itself or without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with prior written consent of the defense of such claim and litigation resulting therefromOther Party.

Procedure. Each party entitled to To receive the benefit of indemnification under this Section 5.6 (8.2 or Section 8.3, the “ViewRay Indemnified Party or MSC Indemnified Party”, as applicable, must: (a) shall give notice to promptly notify the party required to provide from whom indemnification is sought (the each, an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as or proceeding; provided, that failure to which indemnity may be soughtgive such notice shall not relieve Indemnifying Party of its indemnification obligations except where, and shall permit solely to the extent that, such failure actually and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. materially prejudices the rights of Indemnifying Party; (b) provide reasonable cooperation to the Indemnifying Party (and its insurer), as reasonably requested, at indemnifying Party’s cost and expense; and (c) tender to assume the defense of any such Indemnifying Party (and its insurer) full authority to defend or settle the claim in any litigation resulting therefrom, or suit; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or no settlement requiring any litigation resulting therefrom, shall be approved admission by the Indemnified Party (whose approval shall not be unreasonably withheld), and or that imposes any obligation on the Indemnified Party may shall be made without the Indemnified Party’s consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnified Party has the right to participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, expense in the defense of any such claim or 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 suit and in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromselecting counsel therefore.

Procedure. Each party entitled to indemnification under this Section 5.6 10 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, ; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, ; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 10 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to Party will promptly notify the other Party in writing in the event it becomes aware of a claim for which indemnification under this Section 5.6 may be sought hereunder. In case any proceeding (the “Indemnified Party”including any governmental investigation) shall give notice be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 9, such Party will promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after in writing. The Indemnifying Party shall have sole control of any such claim. The Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit will reasonably cooperate with the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or matter. In any litigation resulting therefromsuch proceeding, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel shall be approved at the expense of the Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to pay any such settlement or final judgment. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party is, or arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party (whose approval shall not be unreasonably withheld)Party, and unless such settlement includes a release of the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or on claims that are the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense subject matter of such claim and litigation resulting therefromproceeding.

Procedure. Each party In the event of a claim by a Third Party against a Party entitled to indemnification under this Section 5.6 Agreement (the “Indemnified Party”) ), the Indemnified Party shall give notice to promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any the claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume shall undertake and solely manage and control, at its sole expense, the defense of any such the claim and its settlement. The Indemnifying Party’s obligation to defend, indemnify, and hold harmless pursuant to Section 13.1 or Section 13.2 as applicable, will be reduced to the extent the Indemnified Party’s delay in any litigation resulting therefrom, provided that counsel for providing notification pursuant to the previous sentence results in material prejudice to the Indemnifying Party; provided, who shall conduct the defense of such claim or any litigation resulting therefromhowever, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any by an Indemnified Party to give such notice as provided herein shall or otherwise meet its obligations under this Section 13.3 will not relieve the Indemnifying Party of its obligations indemnification obligation under this Section 5.6 except to the extent that Agreement. The Indemnified Party shall cooperate with the Indemnifying Party is materially and adversely affected may, at its option and expense, be represented in any such action or proceeding by such failure to provide noticecounsel of its choice. No The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Party without the Indemnifying Party’s written consent, in the defense of which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not settle any such claim or litigation, shall, except with unless such settlement fully and unconditionally releases 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. Each relating thereto, unless the Indemnified Party shall furnish such non-privileged information regarding itself or the claim otherwise agrees in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party In the event of a claim by a Third Party against a Galderma Indemnitee or a Sol-Gel Indemnitee entitled to indemnification under this Section 5.6 Agreement (the “Indemnified Party”) ), the Indemnified Party shall give notice to promptly notify the party required Party obligated to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromclaim, provided that counsel for no delay on the Indemnifying Party, who shall conduct the defense part of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval in giving such notice shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except any indemnification obligation unless (and then only to the extent that that) the Indemnifying Party is materially prejudiced thereby, and adversely affected by such failure to provide notice. No the Indemnifying Party, in without admission of the other Party’s fault, shall undertake and solely manage and control, at its sole expense and with counsel of its own choosing, the defense of the claim and its settlement. The Indemnified Party shall reasonably cooperate with the Indemnifying Party with respect to such defense and settlement. The Indemnified Party may, at its option and its sole cost and expense, be represented in any such action or proceeding by counsel of its choice. The Indemnifying Party shall not be liable for any litigation costs or expenses incurred by the Indemnified Party without the Indemnifying Party’s written consent. The Indemnifying Party shall not settle any such claim or litigation, shall, except with unless such settlement fully and unconditionally releases the consent of each Indemnified Party from all liability relating thereto and does not impose any obligations on the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof unless the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability otherwise agrees in respect to such claim or litigationwriting. Each No Indemnified Party shall furnish such non-privileged information regarding itself or may settle any claim for which it is being indemnified under this Agreement without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromParty’s prior written consent.

Procedure. Each party entitled to indemnification The obligations of Merck and Antigen Express under this Section 5.6 (14.2 are conditioned upon the “Indemnified Party”) shall give delivery of written notice to Merck or Antigen Express, as the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge case might be, of any claim as to which indemnity may be sought, and shall permit potential Liability within a reasonable time after a Party becomes aware of such potential Liability. The indemnifying Party will have the Indemnifying Party right to assume the defense of any such suit or claim related to the Liability (using counsel reasonably satisfactory to the indemnified Party) if it has assumed responsibility for the suit or claim in any litigation resulting therefrom, writing; provided that counsel the indemnified Party may assume the responsibility for such defense to the Indemnifying extent the indemnifying Party does not do so in a timely manner). The indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. The Party controlling such defense (the “Defending Party”) shall keep the other Party (the “Other Party”) advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the Other Party with respect thereto. The Defending Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Other Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval which shall not be unreasonably withheld). The Defending Party, and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except but solely to the extent that the Indemnifying Defending Party is materially and adversely affected by such failure to provide notice. No Indemnifying also the indemnifying Party, in the defense shall not agree to any settlement of any such action, suit, proceeding or claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which in respect thereof that does not include as an a complete and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Other Party of a release from all liability in with respect to such claim thereto or litigation. Each Indemnified that imposes any liability or obligation on the Other Party shall furnish such non-privileged information regarding itself or without the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with prior written consent of the defense of such claim and litigation resulting therefromOther Party.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 In case any Claim is at any time brought against the Institution or its Affiliates (the or any of their respective employees, officers, directors or representatives) (each an “Indemnified Party”) shall give notice and such Indemnified Party is entitled to indemnification pursuant to Section 13.3 with respect thereto, the party required to provide indemnification Operator (the “Indemnifying Party”) promptly after will defend such Indemnified Party has actual knowledge Claim, at the sole expense of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who using counsel selected by the Indemnifying Party but subject to the Indemnified Party’s reasonable approval. If the Indemnifying Party fails to take timely action to defend such Claim after having received written notice from the Indemnified Party of such failure, the Indemnified Party may defend such Claim at the Indemnifying Party’s expense. The Indemnifying Party will keep the Indemnified Party fully advised with respect to such Claim. The Indemnified Party will have the right to participate, at the Indemnified Party’s expense, in any suit instituted against it and to select attorneys to defend it, which attorneys will be independent of any attorneys chosen by the Indemnifying Party relating to such Claim or any related claim. The Indemnified Party and the Indemnifying Party shall conduct cooperate in all reasonable respects with the investigation, disclosure and defense of any Claim. The Indemnifying Party will not settle, compromise or otherwise enter into any agreement regarding the disposition of any Claim against the Indemnified Party without the prior written consent and approval of the Indemnified Party, unless such claim settlement, compromise or disposition of any litigation resulting therefrom, shall be approved by Claim against the Indemnified Party (whose approval shall not be unreasonably withheld), i) provides for a complete and unconditional release of the Indemnified Party may participate in such defense at its own expenserespect of the Claim, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which (ii) does not include a statement as to, or an unconditional term thereof admission of, fault, culpability or failure to act by or on behalf of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each and (iii) does not impose any ongoing payment obligation on the Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromParty.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to The Party seeking indemnification under this Section 5.6 (Sections 10.1, 10.2 or 10.3 shall provide the “Indemnified Party”) shall give indemnifying Party with written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtor action within ten days of its receipt thereof, and shall permit afford the Indemnifying indemnifying Party the right to assume control the defense and settlement of any such claim or action, including the right to select counsel. The Party seeking indemnification shall provide reasonable assistance to the indemnifying Party in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or action, including providing access to witnesses and documents for discovery or the prosecution of any litigation resulting therefromclaims and defenses. If the defendants in any such action include both Parties, and the indemnified Party concludes that there may be legal defenses available to it which are inconsistent with those available to the indemnifying Party, the indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and the indemnified Party shall bear the cost and expense of such separate defense, unless and to the extent the Parties otherwise agree or it is determined through arbitration hereunder that such costs and expense are or were required to be approved indemnified by the Indemnified indemnifying Party and are or were required to be incurred separately due to such inconsistent defenses. Should the indemnifying Party determine not to defend such claim or action, the indemnified Party shall have the right to maintain the defense of such claim or action and the indemnifying Party shall provide reasonable assistance to it in the defense of such claim or action and shall bear the reasonable cost and expense of such defense (including reasonable attorneys’ fees). Except to the extent provided in Section 10.3(b), neither Party shall settle any such claim or action in a way that materially adversely impacts the other Party without the prior approval of such other Party (whose which approval shall not be unreasonably withheld), and the Indemnified Party may participate in . Withholding such defense at its own expense, and provided further that the failure of approval for any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except reason unrelated to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partylitigation expenses, liability, or damages in the defense of any such pending claim or 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 terms 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromunreasonable.

Procedure. Each party In the event that any person (an “Indemnitee”) entitled to indemnification under this Section 5.6 8.1 or Section 8.2 is seeking such indemnification, such Indemnitee shall (a) inform, in writing, the “Indemnified Party”) shall give notice to indemnifying Party of the party required to provide indemnification (the “Indemnifying Party”) promptly Claim as soon as reasonably practicable after such Indemnified Party has actual knowledge Indemnitee receives notice of any claim as to which indemnity may be soughtsuch Claim, and shall (b) permit the Indemnifying indemnifying Party to assume direction and control of the defense of any such claim in any litigation resulting therefromthe Claim (provided, provided that counsel for the Indemnifying Partyindemnifying Party may not settle the Claim without the prior consent of the Indemnitee, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not to be unreasonably withheld), and (c) cooperate as reasonably requested (at the Indemnified Party may participate in such defense at its own expense, and provided further that expense of the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying indemnifying Party, ) in the defense of the Claim, and (d) undertake all reasonable steps to mitigate any such claim loss, damage or litigation, shall, except expense 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 litigationthe Claim(s). Each Indemnified Party shall furnish such non-privileged information regarding itself or Without limiting the claim foregoing, any Indemnitee will be entitled to participate in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of a Claim for which it has sought indemnification hereunder and to employ counsel of its choice for such claim purpose; provided, that such employment will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, or (ii) the indemnifying Party has failed to assume the defense (or continue to defend such Claim in good faith) and litigation resulting therefromemploy counsel in accordance with this Section 8.3, in which case the indemnified Party will be allowed to control the defense.

Procedure. Each party entitled to indemnification under this Section 5.6 1.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 1.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party Notwithstanding anything to the contrary contained in this Article 11, no Party shall be entitled to indemnification make an Indemnification Claim under this Section 5.6 Article 11 for any Losses unless the amount of such Losses in respect of all such matters, when aggregated, exceeds $250,000, in which event, such Party shall be entitled to seek indemnification for the entire amount of such Losses. In the event that any Party hereto shall sustain or incur any Losses in respect of which indemnification may be sought by such Party pursuant to this Article 11, the Party seeking such indemnification (the “Indemnified Party”"Indemnitee") shall give assert an Indemnification Claim by giving prompt written notice thereof (the "Notice") which shall describe in reasonable detail the facts and circumstances upon which the Indemnification Claim is based along with a copy of the claim or complaint, to the party Party required to provide indemnification (the “Indemnifying Party”"Indemnitor") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit thereafter keep the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, Indemnitor reasonably and promptly informed with respect thereto; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party the Indemnitee to give the Indemnitor prompt notice as provided herein shall not relieve the Indemnifying Party Indemnitor of any of its obligations under this Section 5.6 hereunder, except to the extent that the Indemnifying Party Indemnitor is materially and adversely affected prejudiced by such failure to provide noticefailure. No Indemnifying PartyFor purposes of this paragraph, in any Notice which is sent within 15 days of the defense date upon which the Indemnitee obtained actual knowledge of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as Loss shall be reasonably required in connection with the defense of such claim and litigation resulting therefromdeemed to have been a "prompt notice."

Procedure. Each party entitled to To receive the benefit of indemnification under this Section 5.6 Sections 7.1 or 7.2, the Indemnified Party must (a) promptly notify the party from whom indemnification is sought (the “Indemnified Party”INDEMNIFYING PARTY) in writing of a claim or suit; PROVIDED, that failure to give such notice shall give notice not relieve Indemnifying Party of its indemnification obligations except where, and solely to the party required to provide indemnification (extent that, such failure actually and materially prejudices the “rights of Indemnifying Party”); (b) promptly after such Indemnified Party has actual knowledge of any claim as provide reasonable cooperation (at the Indemnifying Party's expense); and (c) tender to which indemnity may be sought, and shall permit the Indemnifying Party (and its insurer) full authority to assume defend or settle the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or suit; PROVIDED that no settlement requiring any litigation resulting therefrom, shall be approved admission by the Indemnified Party (whose approval shall not be unreasonably withheld), and or that imposes any material obligation or loss on the Indemnified Party may shall be made without the Indemnified Party's consent. Neither party has any obligation to indemnify the other party in connection with any settlement made without the Indemnifying Party's written consent. The Indemnified Party has the right to participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, expense in the defense of any such claim or 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 suit and in respect to such claim or litigationselecting counsel therefor. Each The Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an cooperate with Indemnifying Party may (and its insurer), as reasonably request in writing requested, at Indemnifying Party's cost and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromexpense.

Procedure. Each party entitled to indemnification under this Section 5.6 10 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, ; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party’s expense, ; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to If a Party is seeking indemnification under this Section 5.6 Article 10 (the “Indemnified Party”) ), it shall give notice to inform the party required to provide indemnification other Party (the “Indemnifying Party”) promptly of the claim giving rise to the obligation to indemnify pursuant to Article 10 as soon as reasonably practicable after receiving notice of the claim (provided, however, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party has actual knowledge of any claim Party’s rights to indemnification under, as applicable, Article 10 except to which indemnity may be sought, and shall permit the extent that such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnifying Party shall have the right to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel 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, who shall conduct and at the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnifying Party’s cost and expense. The Indemnified Party (whose approval shall not be unreasonably withheld)have the right to participate, and the Indemnified Party may participate in such defense at its own expense, expense and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party with counsel of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partychoice, in the defense of any such claim or litigation, shall, except with suit that has been assumed by the Indemnifying Party. The Indemnifying Party shall not settle any claim without the prior written consent of each the Indemnified Party, consent to entry of any judgment which shall not be unreasonably withheld 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 litigationdelayed. Each The Indemnified Party shall furnish such non-privileged information regarding itself not settle or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of compromise any such claim and litigation resulting therefromwithout the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Procedure. Each party entitled to indemnification under this Section 5.6 (To receive the “Indemnified Party”) shall give notice to benefit of the party required to provide foregoing indemnities the Person seeking indemnification (the “Indemnitee) must promptly notify the other party (the Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any a claim as or suit and provide reasonable cooperation (at the Indemnifying Party’s expense) and tender to which indemnity may be sought, and shall permit the Indemnifying Party full authority to assume defend or settle the defense of claim or suit. The Indemnifying Party has no obligation to indemnify the Indemnitee in connection with any settlement made without the Indemnifying Party’s written consent. The Indemnifying Party may not settle such claim or suit without the consent of the other party, which consent shall not be unreasonably withheld or delayed, provided, however, that such consent is not required so long as such settlement includes an unconditional release of the Indemnitee and does not impose any obligations on any Indemnitee other than the payment of money damages fully indemnified hereunder. The Indemnitee has the right to participate at its own expense in any litigation resulting therefrom, provided that the claim or suit and in selecting counsel for therefor. The Indemnitee shall cooperate with the Indemnifying Party, who shall as reasonably requested, at the Indemnifying Party’s sole cost and expense. If the parties cannot agree as to the application of Sections 8.1(a) and 8.1(b) to any particular Third Party Claim, the parties may conduct the defense separate defenses of such Third Party Claim. In such case, each party reserves the right to claim or any litigation resulting therefrom, shall be approved by indemnity from the Indemnified Party (whose approval shall not be unreasonably withheld), other in accordance with Sections 8.1(a) and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense 8.1(b) upon resolution of such claim and litigation resulting therefromunderlying Third Party Claim.

Procedure. Each party entitled to The Party seeking indemnification under this Section 5.6 (shall provide the “Indemnified Party”) shall give indemnifying Party with written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtor action within ten (10) days of its receipt thereof, and shall permit afford the Indemnifying indemnifying Party the right to assume control the defense and settlement of any such claim or action. The Party seeking indemnification shall provide reasonable assistance to the indemnifying Party in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or action. If the defendants in any litigation resulting therefromsuch action include both Parties, and the indemnified Party concludes that there may be legal defenses available to it which are different from, additional to, or inconsistent with, those available to the indemnifying Party, the indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, and the indemnified Party shall bear the cost and expense of such separate defense, unless and to the extent the Parties otherwise agree or it is determined through arbitration hereunder that such costs and expense are or were required to be approved indemnified by the Indemnified indemnifying Party and are or were required to be incurred separately due to such different, additional, or inconsistent defenses. Should the indemnifying Party determine not to defend such claim or action, the indemnified Party shall have the right to maintain the defense of such claim or action and the indemnifying Party shall provide reasonable assistance to it in the defense of such claim or action and shall bear the reasonable cost and expense of such defense (including reasonable attorneys’ fees). Neither Party shall settle any such claim or action in a way that prejudices or adversely impacts the other Party without the prior approval of such other Party (whose which approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified PartyParty (which consent shall not be unreasonable withheld), 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification --------- under this Section 5.6 2.7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefromlitigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except 2 unless the failure to the extent give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party is materially shall not assume the defense for matters as to which the Indemnified Party shall have reasonably concluded that there may be a conflict of interest or separate and adversely affected by different defenses but shall bear the expense of such failure to provide noticedefense nevertheless. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each The defense of any claim, action, suit, proceeding or investigation brought by a third party entitled which is subject to indemnification under this Section 5.6 Article VII shall be conducted by the indemnifying party. If the indemnifying party fails to conduct such defense, the indemnified parties may retain counsel satisfactory to them and the indemnifying party shall (if such claim is determined to be a matter for which indemnification was required) reimburse all reasonable fees and expenses of such counsel for the “Indemnified Party”) shall give notice indemnified parties. The party not conducting the defense will use Reasonable Efforts to assist in the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the vigorous defense of any such claim in any litigation resulting therefrommatter, provided that counsel such party shall not be liable for the Indemnifying Partyany settlement of any claim effected without its written consent, who shall conduct the defense of such claim or any litigation resulting therefromwhich consent, shall be approved by the Indemnified Party (whose approval however, shall not be unreasonably withheld). Any indemnified party wishing to claim indemnification under this Article VII, and upon learning of any such claim, action, suit, proceeding or investigation, shall notify the Indemnified Party may participate indemnifying party in such defense at its own expense, and provided further that writing (but the failure of any Indemnified Party so to give notice as provided herein notify a party shall not relieve the Indemnifying Party of its obligations such party from any Liability which it may have under this Section 5.6 Article VII except to the extent that the Indemnifying Party is materially and adversely affected by such failure materially prejudices such party). If the indemnifying party is responsible for the attorneys’ fees of the indemnified parties, then the indemnified parties as a group may retain only one law firm to provide notice. No Indemnifying Partyrepresent them with respect to each such matter unless there is, in under applicable standards of professional conduct, a conflict on any significant issue between the defense positions of any such claim two or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrommore indemnified parties.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide EXHIBIT 10.4 indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each The party entitled to requesting indemnification under this Section 5.6 hereunder (the “Indemnified Party”) shall give notice to will (i) provide the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense with prompt notice of any such claim in any litigation resulting therefromClaim (provided, provided however, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein do so shall not relieve the Indemnifying Party of its indemnification obligations under this Section 5.6 hereunder except to the extent that of any material prejudice to the Indemnifying Party is materially and adversely affected by as a direct result of such failure to provide notice. No Indemnifying Party, in failure); (ii) permit the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing to assume and as shall be reasonably required in connection with control the defense of such claim action upon the Indemnifying Party’s written notice to the Indemnified Party of its intention to indemnify; and litigation resulting therefrom.(iii) upon the Indemnifying Party’s written request, provide to the Indemnifying Party all available information and assistance reasonably necessary for the Indemnifying Party to defend such Claim. The Indemnified Party shall have the right, at its sole cost and expense, to participate in the defense and settlement of any such Claim with counsel of its choice. Notwithstanding the foregoing, BeyondTrust shall have no obligation to indemnify Licensee to the extent that any Claim arises from (a) Licensee’s use of the BeyondTrust Products in contravention of this Agreement or the Documentation; (b) the combination or use of the BeyondTrust Products with any other services, technology, content or material that were neither

Procedure. Each party In the event of a claim by a Third Party against a Party entitled to indemnification under this Section 5.6 Agreement (the “Indemnified Party”) ), the Indemnified Party shall give notice to promptly notify the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any the claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume shall undertake and solely manage and control, at its sole expense, the defense of the claim and its settlement. The Indemnified Party shall cooperate with the Indemnifying Party and may, at its option and expense, be represented in any such claim in action or proceeding by counsel of its choice. The Indemnifying Party shall not be liable for any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim costs or any litigation resulting therefrom, shall be approved expenses incurred by the Indemnified Party (whose approval without the Indemnifying Party’s written consent. The Indemnifying Party shall not be unreasonably withheld), and the Indemnified Party may participate in settle any such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve claim unless: (a) such compromise or settlement imposes only a monetary obligation on the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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 includes as an unconditional term thereof the giving by the each claimant or plaintiff to such of the Indemnified Party of a release from all liability in respect of such claim; or (b) the Indemnified Party consents to such claim compromise or litigation. Each settlement, which consent will not be unreasonably withheld unless such compromise or settlement involves (i) any admission of legal wrongdoing by the Indemnified Party, (ii) any payment by the Indemnified Party shall furnish such non-privileged information regarding itself that is not indemnified under this Agreement, or (iii) the claim imposition of any equitable relief ​ against the Indemnified Party (in question as an Indemnifying which case, (i) through (iii), the Indemnified Party may reasonably request withhold its consent to such settlement in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromits sole discretion).

Procedure. Each party The Indemnifying Party shall be entitled to indemnification under this Section 5.6 (participate in and assume the “defense of any Indemnified Proceeding, with counsel reasonably satisfactory to the Indemnified Party”) shall give , and, after notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit from the Indemnifying Party of its election to assume the defense thereof, the Indemnifying Party shall be responsible for all legal and other expenses incurred by it in connection therewith; provided that if the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or are in addition to those available to the Indemnifying Party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity agreement provided in this Section 13, the Indemnifying Party shall not have the right to assume the defense of any such claim in any litigation resulting therefromaction on behalf of the Indemnified Party, provided that counsel and the Indemnifying Party shall reimburse the Indemnified Party for the Indemnifying Party, who shall conduct the defense fees and expenses of such claim or any litigation resulting therefrom, shall be approved counsel retained by the Indemnified Party (whose approval shall not be unreasonably withheld), and which are reasonably related to the matters covered by the indemnity agreement in this Section 13. The Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve fully cooperate with the Indemnifying Party and its representatives in the investigation of its obligations under this Section 5.6 except any claim or lawsuit related to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, Services provided in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromthis Agreement.

Procedure. Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such The Indemnified Party has actual knowledge shall, in the event of any claim as to claim, suit, action or proceeding against it in respect of which indemnity may be soughtsought on account of any indemnity agreement by the Indemnifying Parties contained herein, and shall permit promptly give written notice thereof to the appropriate Indemnifying Parties. When such notice is given, the Indemnifying Party shall be entitled to participate at its own expense in the defense of, or if it so elects, to assume the defense of any of, such claim claim, suit, action or proceeding, in any litigation resulting therefrom, provided that which event such defense shall be conducted by counsel for chosen by the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve but if the Indemnifying Party shall elect not to assume such defense, it shall reimburse such Indemnified Party or Parties for the reasonable fees and expenses of its obligations under this Section 5.6 except to any counsel retained by them. The foregoing notwithstanding, in the extent event that the Indemnifying Party is materially shall assume such defense and adversely affected any Indemnified Party or Parties shall be advised by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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 independent legal counsel that counsel selected by the claimant Indemnifying Party is not fully and adequately protecting such party or plaintiff to parties and representing the interests of such party or parties, any such Indemnified Party or Parties shall have the right to conduct its or their own defense against any such claim, suit, action or proceeding in addition to or in lieu of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the any defense of such claim and litigation resulting therefrom.conducted by the

Procedure. Each party entitled to indemnification under this Section 5.6 --------- Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. 7.

Procedure. Each party (i) If any Person entitled to indemnification under this Section 5.6 Agreement (the an “Indemnified Party”) asserts a claim for indemnification for or receives notice of the assertion or commencement of any Third Party Claim as to which such Indemnified Party intends to seek indemnification under this Agreement, such Indemnified Party shall give reasonably prompt written notice of such claim to the party required from whom indemnification is to provide indemnification be sought (the an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge ), together with a statement of any claim as to which indemnity may be sought, and shall permit the available information regarding such claim. The Indemnifying Party shall have the right, upon written notice to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose the “Defense Notice”) within 15 days after receipt from the Indemnified Party of notice of such claim, to conduct at its expense the defense against such Third Party Claim in its own name, or if necessary in the name of the Indemnified Party (which notice shall specify the counsel the Indemnifying Party will appoint to defend such claim (“Defense Counsel”); provided, however, that the Indemnified Party shall have the right to approve the Defense Counsel, which approval shall not be unreasonably withheldwithheld or delayed), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party . The parties hereto agree to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except cooperate fully 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required other in connection with the defense defense, negotiation or settlement of any Third Party Claim. If the Indemnifying Party delivers a Defense Notice to the Indemnified Party, the Indemnified Party will cooperate with and make available to the Indemnifying Party such claim assistance and litigation resulting therefrommaterials as may be reasonably requested by the Indemnifying Party, all at the expense of the Indemnifying Party.

Procedure. Each party entitled to indemnification under this Section 5.6 4 (the “"Indemnified Party”") shall give prompt notice of any claim as to which indemnification may be sought to the party required to provide indemnification (the “"Indemnifying Party”) promptly after "), provided that failure to give such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and notice shall permit not relieve the Indemnifying Party of its obligations hereunder except to the extent of actual prejudice. The Indemnifying Party shall be entitled to assume the defense of any such claim in any litigation resulting therefrom, provided that with counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by reasonably satisfactory to the Indemnified Party (whose approval shall not be unreasonably withheld), and the Party. The Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially will pay such expense if representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and adversely affected any other party represented by such failure to provide noticecounsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation, Party shall, except with the consent of each the Indemnified Party, consent agree to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof a release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to of such claim or litigation. Each claim, and the Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of not settle such claim and litigation resulting therefromwithout the prior written consent of the Indemnifying Party.

Procedure. Each party entitled to (i) If a Buyer Party or Seller Party seeks indemnification under this Section 5.6 Article VIII, such Person (the “Indemnified Party”) shall give written notice to the party required to provide indemnification indemnifying Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge receiving written notice of any action, lawsuit, proceeding, investigation or other claim as against it (if by a third party) or discovering the Liability, obligation or facts giving rise to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromfor indemnification, provided that counsel for describing the Indemnifying Partyclaim, who shall conduct the defense of such claim or any litigation resulting therefromamount thereof (if known and quantifiable, shall be approved by or, if not known and quantifiable, a good faith estimate thereof to the Indemnified Party (whose approval shall not be unreasonably withheldextent practicable), and the Indemnified Party may participate in such defense at its own expense, and basis for indemnification (including reference to the specific section(s) of this Agreement under which the claim arises); provided further that the failure of any Indemnified to so notify the Indemnifying Party to give notice as provided herein promptly shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Liabilities hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article VIII, the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with entitled to control the defense of such action, lawsuit, proceeding, investigation or other claim and litigation resulting therefromgiving rise to the Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, and, at the Indemnifying Party’s option (subject to the limitations set forth below), shall be entitled to appoint lead counsel of such defense with counsel reasonably acceptable to the Indemnified Party.

Procedure. Each party In the event of a claim by a Third Party against an Arctic Vision Indemnitee or Clearside Indemnitee entitled to indemnification under this Section 5.6 Agreement (the “Indemnified Party”) ), the Indemnified Party shall give notice to promptly notify the party required Party obligated to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any the claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume shall undertake and solely manage and control, at its sole expense, the defense of any such the claim in any litigation resulting therefrom, provided that counsel for and its settlement. The Indemnified Party shall cooperate with the Indemnifying Party. The Indemnified Party may, who at its option and expense, be represented in any such action or proceeding by counsel of its choice. The Indemnifying Party shall conduct the defense of such claim or not be liable for any litigation resulting therefrom, shall be approved costs or expenses incurred by the Indemnified Party (whose approval without the Indemnifying Party’s written consent. The Indemnifying Party shall not be unreasonably withheld), settle any such claim unless such settlement fully and unconditionally releases the Indemnified Party may participate in such defense at its own expense, from all liability relating thereto and provided further that does not impose any obligations on the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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 unless the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability otherwise agrees in respect to such claim or litigationwriting. Each No Indemnified Party shall furnish may settle any claim for which it is being indemnified under this Agreement without the Indemnifying Party’s prior written consent. Certain information has been excluded from this agreement (indicated by “[***]”) because such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing (i) is not material and as shall (ii) would be reasonably required in connection with the defense of such claim and litigation resulting therefromcompetitively harmful if publicly disclosed.

Procedure. Each party entitled to indemnification under this Section 5.6 4 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each the 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 all Indemnified Party Parties of a release from all liability in respect to of such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an any Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to If a Party seeks indemnification under this Section 5.6 Article VII, such party (the “"Indemnified Party”") shall give written notice to the party required to provide indemnification other party(ies) (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge receiving written notice of any action, lawsuit, proceeding, investigation or other claim as against it (if by a third party) or discovering the liability, obligation or facts giving rise to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromfor indemnification, provided that counsel for describing the Indemnifying Partyclaim, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party amount thereof (whose approval shall not be unreasonably withheldif known and quantifiable), and the Indemnified Party may participate in such defense at its own expense, and basis thereof; provided further that the failure of any Indemnified to so notify the Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its or his obligations under this Section 5.6 hereunder except to the extent such failure shall have harmed the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to Article VII, the Indemnified Party shall promptly notify the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partyof the same in writing, specifying in detail the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense basis of such claim and litigation resulting therefrom.the facts pertaining thereto and the Indemnifying Party shall defend such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party's claim for indemnification at its own expense, and shall be entitled to appoint lead counsel of such

Procedure. Each party In the event of a claim by a Third Party against an Astellas Indemnitee or Frequency Indemnitee entitled to indemnification under this Section 5.6 Agreement (the “Indemnified Party”) ), the Indemnified Party shall give notice to promptly notify the party required Party obligated to provide such indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge in writing of any claim as to which indemnity may be soughtthe claim, and shall permit the [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Indemnifying Party to assume shall undertake and solely manage and control, [***], the defense of the claim and its settlement. The Indemnified Party shall cooperate with the Indemnifying Party. The Indemnified Party may, [***], be represented in any such action or proceeding by counsel of its choice. The Indemnifying Party shall [***] without the Indemnifying Party’s written consent. The Indemnifying Party shall not settle any such claim unless such settlement fully and unconditionally releases the Indemnified Party from all liability relating thereto and does not impose any obligations on the Indemnified Party, unless the Indemnified Party otherwise agrees in writing. No Indemnified Party may settle any litigation resulting therefrom, provided that counsel claim for which it is being indemnified under this Agreement without the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom’s prior written consent.

Procedure. Each party entitled to indemnification under this Section 5.6 7 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided PROVIDED that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party Parties (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further PROVIDED, FURTHER, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each the Indemnified PartyParties, 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 all Indemnified Party Parties of a release from all liability in respect to of such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an any Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.. Star Scientific, Inc.

Procedure. Each party entitled to indemnification under this Section 5.6 10.4 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 10.4 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 14 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 14 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this --------- Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to ----------------- provide indemnification (the “"Indemnifying Party”") promptly after such ------------------ Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the -------- Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party Parties (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further provided, further, that -------- ------- the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each the Indemnified PartyParties, 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 all Indemnified Party Parties of a release from all liability in respect to of such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an any Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromwriting.

Procedure. Each party entitled If a claim for Losses (a "Claim") is to indemnification under this Section 5.6 be made by a Buyer Indemnified Party or a Seller Indemnified Party (the “maker of such Claim being referred to herein as the "Indemnified Party”) "), such Indemnified Party shall give written notice (a "Claim Notice") to (i) the party required Parent, in the case of indemnification pursuant to provide Section 8.3 and (ii) Buyer in the case of indemnification pursuant to Section 8.4 (the “recipient of such notice referred to below as the "Indemnifying Party”) promptly "), in either case as soon as practicable after such Indemnified Party has actual knowledge becomes aware of any claim as fact, condition or event which may give rise to Losses for which indemnity indemnification may be sought, and sought under this Article VIII. The Claim Notice shall permit contain detail describing the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel basis for the Indemnifying PartyClaim and, who shall conduct to the defense extent available, the calculation of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the amount thereof. The failure of any Indemnified Party to give timely notice as provided herein hereunder shall not relieve the Indemnifying Party of its obligations under this Section 5.6 affect such Indemnified Party's rights to indemnification hereunder, except to the extent that of actual damage caused by such failure. The Indemnified Party shall give the Indemnifying Party is materially such information and adversely affected by such failure to provide notice. No Indemnifying Party, in cooperation as the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with to enable the defense of such claim and litigation resulting therefromIndemnifying Party to perform its obligations hereunder.

Procedure. Each party entitled to indemnification under this Section 5.6 (the “"Indemnified Party”") shall give notice to the party or parties required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by reasonably acceptable to the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party Party. Failure to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except section to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide noticeis not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a an unconditional release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.reasonably

Procedure. Each party entitled to indemnification under this Section 5.6 9 (the “"Indemnified Party”") shall give written notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party Xxxxx has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 section except to the extent that the Indemnifying Party is materially and adversely affected actually prejudiced by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each If a party entitled to indemnification under this Section 5.6 (the “Indemnified Party”"Indemnitee") shall give receives notice of any claim or the commencement of any action or proceeding with respect to the which a party required is obligated to provide indemnification (the “"Indemnifying Party”") pursuant to Section 5.1 above, the Indemnitee shall promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit give the Indemnifying Party notice thereof (Indemnification Notice"). Such Indemnification Notice shall be a condition precedent to assume any liability of the defense of Indemnifying Party under the provisions for indemnification contained in this Agreement. Except as provided below, the Indemnifying Party may compromise, settle or defend, at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, any such claim in matter involving the asserted liability of the Indemnitee. In any litigation resulting therefromevent, provided that counsel for the Indemnitee, the Indemnifying Party and the Indemnifying Party's counsel shall cooperate in the compromise of, who shall conduct the or defense of against, any such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve asserted liability. If the Indemnifying Party provides the Indemnitee a defense to a third party claim at the Indemnifying Party's cost with a qualified attorney, Indemnitee may participate and/or monitor the defense with an attorney of its obligations under this Section 5.6 except to the extent Indemnitee's selection (at the Indemnitee's own expense). Provided that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in pays for the defense full cost of the settlement of any such claim, the Indemnifying Party may settle any claim or litigation, shall, except with without 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 Indemnitee. If the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as chooses to defend any claim, the Indemnitee shall be reasonably required in connection with make available to the defense of Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such claim and litigation resulting therefromdefense.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide EXHIBIT 10.3 indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has 14 15 actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each In the event that any claim is asserted against a party --------- hereto as to which such party is entitled to indemnification under this Section 5.6 hereunder, such party (the “"Indemnified Party”") shall give (i) within thirty (30) days after receiving written notice to of the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge notice of any other third party claim (e.g., an invoice, notice of assessment, etc.), or (ii) within a reasonable time after becoming aware of the existence of any other claim as to which indemnity indemnification may be sought, and notify the party obligated to indemnify it (the "Indemnifying Party") thereof in writing (which notice shall permit be in reasonable detail such that the Indemnifying Party can ascertain the basis for such claim), provided, however, that the failure to assume provide such notice shall not limit an Indemnified Party from obtaining indemnification for such claim under this Article 4. The Indemnifying Party shall, upon receipt of the written notice, conduct at its expense the defense against such claims in its own name, or, if necessary, in the name of any the Indemnified Party. The Indemnified Party shall cooperate with and make available to the Indemnifying Party such claim in any litigation resulting therefromassistance and materials as may be reasonably requested of it, provided that counsel for all at the expense of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expenseshall have the right to compromise and settle the claim only with prior written consent of the Indemnifying Party, and provided further provided, however, that the failure of any Indemnified Party may settle any claim against it at any time by waiving its right to give notice as indemnification hereunder. Any judgment entered or settlement agreed upon in the manner provided herein shall not relieve be binding upon the Indemnifying Party of its obligations under this Section 5.6 except and shall conclusively be deemed to be an obligation with respect to which the Indemnified Party is entitled to indemnification hereunder. All disputes between Seller on the one hand and Buyer on the other hand with respect to indemnification hereunder, which cannot be resolved promptly by mutual agreement, will be resolved by binding arbitration to be conducted in Chicago, Illinois, pursuant to the extent that the Indemnifying Party is materially and adversely affected by such failure rules proscribed from time to provide notice. No Indemnifying Party, in the defense of any such claim or 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 time by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromAmerican Arbitration Association.

Procedure. Each party entitled Promptly upon obtaining knowledge of any claim, demand, or suit which has given rise to, or could reasonably give rise to a claim, suit, or demand, for which an EDP Indemnitee or SDS Indemnitee, as the case may be (each an “Indemnified Entity”), seeks indemnification under this Section 5.6 Agreement (a “Subject Claim”), such Indemnified Entity shall give written notice of the Subject Claim (“Indemnified PartyNotice of Claim”) shall give notice to SDS or EDP from whom indemnification is sought, as the party required to provide indemnification case may be (the each an “Indemnifying Party”) promptly after such ), setting forth the amount of the Subject Claim. The Indemnified Party has actual knowledge of any claim as Entity shall furnish to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct in reasonable detail, in the defense Notice of Claim such claim information as it may have with respect to such Subject Claim (including copies of any summons, complaint or other pleading which may have been served on it and any litigation resulting therefromwritten claim, shall be approved demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by the Indemnified Entity in the performance of the foregoing obligations in this Section 11(c) shall reduce or otherwise affect the obligation of any Indemnifying Party (whose approval shall not be unreasonably withheld)to defend, and settle, indemnify or hold the Indemnified Party may participate in such defense at its own expenseEntity harmless, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that such failure or delay shall have adversely affected the Indemnifying Party Party’s ability to defend against, settle or satisfy any liability, damage, loss, claim, suit or demand for which the Indemnified Entity is materially and adversely affected entitled to be defended, indemnified, or held harmless under this Agreement by such failure to provide notice. No the Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 6 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party A Person entitled to indemnification under this Section 5.6 ARTICLE 13 (the an “Indemnified Party”) shall give notice prompt written notification to the party required to provide Person from whom indemnification is sought (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of the commencement of any claim as to Third-Party Claim for which indemnity indemnification may be soughtsought or, and shall permit if earlier, upon the Indemnifying Party to assume the defense assertion of any such claim in any litigation resulting therefromThird- Party Claim (it being understood and agreed, provided that counsel for the Indemnifying Partyhowever, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any by an Indemnified Party to give notice of a Third-Party Claim as provided herein in this Section 13.3 shall not relieve the Indemnifying Party of its obligations indemnification obligation under this Section 5.6 Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] after delivery of such notification, the Indemnifying Party is materially and adversely affected by such failure may, upon written notice thereof to provide notice. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry assume control 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim Third-Party Claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable costs and litigation resulting therefrom.expenses, including attorney fees, incurred by the Indemnified Party in defending itself within [**] after receipt of any reasonably

Procedure. Each party Any person that may be entitled to indemnification under --------- this Section 5.6 AGREEMENT (the “an "Indemnified Party”) "), shall give written notice to the party required person obligated to provide indemnification indemnify it (the “an "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge with reasonable promptness upon becoming aware of any claim or other facts upon which a claim for indemnification will be based. The notice shall set forth such information with respect thereto as is then reasonably available to which indemnity may be sought, and shall permit the Indemnified Party. The Indemnifying Party shall have the right to assume undertake the defense of any such claim asserted by a third party with counsel reasonably satisfactory to the Indemnified Party in any litigation resulting therefrom, provided that counsel for connection therewith at the Indemnifying Indemnified Party, who 's expense. If the Indemnified Party shall conduct have assumed the defense of such the claim or any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party, the Indemnifying Party shall not be approved by liable to the Indemnified Party for any legal or other expenses (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure other than for reasonable costs of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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 investigation) subsequently incurred by the claimant or plaintiff to such Indemnified indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense thereof. The Indemnifying Party shall not be liable for any claim settled without its consent, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall obtain the written consent of such the Indemnified Party prior to ceasing to defend, settling or otherwise disposing of any claim. In on event shall NEOSYSTEM institute, settle or otherwise resolve any claim and litigation resulting therefromor potential claim, action or proceeding relating to the PRODUCTS or any trademarks or other intellectual property rights of ESPERION without the prior written consent of ESPERION.

Procedure. Each party entitled to indemnification under this Section 5.6 A Party (the “Indemnified Party”) that intends to claim indemnification under this Article 18 shall give promptly provide notice to the party required to provide indemnification other Party (the “Indemnifying PartyIndemnitor”) promptly after such of any Liability or action in respect of which the Indemnified Party has actual knowledge intends to claim such indemnification, which notice shall include a reasonable identification of any claim as the alleged facts giving rise to which indemnity may be soughtsuch Liability, and the Indemnitor shall permit have the Indemnifying Party right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume the defense thereof with counsel selected by the Indemnitor. However, notwithstanding the foregoing, the Indemnified Party shall have the right to retain its own counsel, [ * ], unless the [ * ], in which case [ * ]. The Indemnified Party cannot settle any Liability for which it intends to claim indemnification by the Indemnitor without the prior consent of the Indemnitor. Any settlement of a Liability for which any Indemnified Party seeks to be indemnified, defended or held harmless under this Article 18 that could adversely affect the Indemnified Party shall be subject to prior consent of such claim in any litigation resulting therefromIndemnified Party, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval consent shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide noticewithheld unreasonably. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.18.4

Procedure. Each party entitled to indemnification under tinder this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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 giving, by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 1.8 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except 1, to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide noticeis not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which that 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled Any Party seeking to indemnification be indemnified under this Section 5.6 Agreement (the “Indemnified Party”) shall give notice to notify promptly in writing the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any actual or potential claim in respect of which indemnification may be sought as soon as reasonably practical and in any event no later than thirty (30) days after becoming aware, by email and by registered letter with acknowledgement of receipt, together with any relevant documentation supporting the claim as to which indemnity may be sought, and shall permit well as the estimated amount of the claim (“Claim”). Upon receipt of the notice of Claim the Indemnifying Party shall have the right and absolute discretion, but not the obligation, to defend against, control the defense of, and settle any such Claim. If the Indemnifying Party elects to assume the defense of any such claim in any litigation resulting therefromClaim, provided that counsel for the Indemnifying Party, who Party shall conduct the defense of such claim no longer be liable for any legal or any litigation resulting therefrom, shall be approved other expense subsequently incurred by the Indemnified Party (whose approval shall not be unreasonably withheld), in connection with the defense except for those legal and other expenses incurred at the request of the Indemnifying Party. The Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve co-operate with the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any Claim, including providing the Indemnifying Party on request with such claim or litigation, shall, except with information in relation to any such Claim as 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing request, and as shall be reasonably required entitled to participate in connection with the defense of such claim action provided, however, the decisions of counsel for the Indemnifying Party shall be controlling and litigation resulting therefromthe Indemnified Party shall be responsible for the expenses of its own counsel, if any. There shall be no settlements, compromise or prejudicial admission, whether agreed to in court or out of court, without the prior written consent of the Indemnifying Party.

Procedure. Each party entitled to indemnification under --------- this Section 5.6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 7 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to If a Party seeks indemnification under this Section 5.6 Article 5, such party (the “Indemnified Party”) shall give written notice to the party required to provide indemnification other Party (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge receiving written notice of any action, lawsuit, proceeding, investigation or other claim as against it (if by a third party) or discovering the Liability or facts giving rise to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromfor indemnification, provided that counsel for describing the Indemnifying Partyclaim, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party amount thereof (whose approval shall not be unreasonably withheldif known and quantifiable), and the Indemnified Party may participate in such defense at its own expense, and basis thereof; provided further that the failure of any Indemnified to so notify the Indemnifying Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 hereunder except to the extent such failure shall have harmed the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 5, the Indemnified Party shall promptly notify the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Partyof the same in writing, specifying in detail the defense basis of any such claim or litigation, shall, except with and 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 facts pertaining thereto and the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Indemnifying Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with entitled to at its option to control the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to the Indemnified Party’s claim for indemnification at its expense, and litigation resulting therefromat its option (subject to the limitations set forth below) shall be entitled to appoint lead counsel of such defense.

Procedure. Each party (a) If any Person who or which is entitled to seek indemnification under this ARTICLE 10, Section 5.6 9.2 or 9.3 (the an “Indemnified Party”) shall give receives notice of the assertion or commencement of any Third Party Claim against such Indemnified Party with respect to which the party required to provide Person against whom or which such indemnification is being sought (the an “Indemnifying Party”) promptly after such is obligated to provide indemnification under this Agreement, the Indemnified Party has actual knowledge will give such Indemnifying Party reasonably prompt written notice thereof; provided, that if a Parent Party is the Indemnified Party, notice shall be delivered to the Equityholder Representative and the Equityholder Representative shall control the decisions of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party under this Section 9.10. Such notice by the Indemnified Party will describe the Third Party Claim in reasonable detail, will include copies of any complaint, petition or any other pleading received in connection with such Third Party Claim and all available material written evidence thereof, and will indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party will have the right to participate in the defense of such Third Party Claim at the Indemnifying Party’s expense, or at its option (subject to the limitations set forth in this Section 9.10) to assume the defense of any such claim in any litigation resulting therefrom, provided that thereof by appointing a recognized and reputable counsel for to be the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required lead counsel in connection with the defense of such claim and litigation resulting therefrom.defense; provided, however, that:

Procedure. Each (1) If a party entitled to hereto seeks indemnification under this Section 5.6 10.5, such party (the “Indemnified Party”) shall give written notice to the other party required to provide indemnification or parties (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge receiving written notice of any claim as Action or Proceeding against it (if by a third party) or discovering the liability, obligation or facts giving rise to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefromfor indemnification, provided that counsel for describing the Indemnifying Partyclaim, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party amount thereof (whose approval shall not be unreasonably withheldif known and quantifiable), and the Indemnified Party may participate in such defense at its own expense, and basis thereof; provided further that the failure of any Indemnified to so notify the Indemnifying Party to give notice as provided herein promptly shall not relieve the Indemnifying Party of its obligations under this Section 5.6 or his Liabilities hereunder except to the extent that such failure shall have harmed the Indemnifying Party. The Indemnified Party shall promptly notify the Indemnifying Party is materially of the same in writing, specifying in detail the basis of such claim and adversely affected by such failure the facts pertaining thereto and the Indemnifying Party shall be entitled to provide notice. No Indemnifying Party, participate in the defense of any such action, lawsuit, proceeding, investigation or other claim or litigation, shall, except with giving rise to the consent of each Indemnified Party’s claim for indemnification at the Indemnifying Party’s expense, consent and at the Indemnifying Party’s option (subject to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by limitations set forth below) shall have the claimant or plaintiff right to such defend the Indemnified Party against such action, lawsuit, proceeding, investigation or other claim with counsel of a release from all liability in respect its choice reasonably satisfactory to such claim or litigation. Each the Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromParty.

Procedure. Each party entitled to indemnification under this Section 5.6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such An Indemnified Party has actual knowledge of any claim as seeking indemnification pursuant to which indemnity may be sought, and this Agreement shall permit provide the Indemnifying Party to assume with prompt written notice of a Claim and shall cooperate with the Indemnifying Party in good faith and in all reasonable respects in connection with the defense of any such claim in any litigation resulting therefrom, provided that counsel for action at the expense of the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the . The Indemnified Party (whose approval shall not be unreasonably withheld)may, and the Indemnified Party may participate in such defense at its own expenseoption, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, participate in the defense of any such claim Claim, with its separate counsel and at its own cost, and the Indemnifying Party agrees to cooperate in good faith and in all reasonable respects with such counsel; provided, however, that the Indemnifying Party shall have sole control of the defense and any settlement of such Claim or litigationaction, shall, except with and the Indemnified Party shall not compromise or settle any such Claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not without the consent of each the Indemnified PartyParty (such consent not to be unreasonably withheld, consent to entry of any judgment conditioned or delayed), enter into any settlement which does not include as an unconditional term thereof that requires a finding or admission of fault of the giving by Indemnified Party, or reasonably can be expected to require a material affirmative obligation of, result in any ongoing material liability to, or otherwise prejudice the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromParty.

Procedure. Each party entitled to indemnification under this Section 5.6 (a) In the event that a Buyer Indemnified Party (an “Indemnified Party”) shall give notice incur or suffer any Losses in respect of which indemnification may be sought pursuant to the party required to provide indemnification provisions of this Article VII from any other Party or Parties (the each, an “Indemnifying Party”) promptly after such ), the Indemnified Party has actual knowledge shall submit an Indemnification Notice stating the nature and basis of such claim. The Indemnification Notice shall set forth: (i) the specific representation, warranty or covenant alleged to have been breached by the Indemnifying Party; (ii) a reasonably detailed description of the facts and circumstances giving rise to the alleged breach of such representation, warranty or covenant; and (iii) a reasonably detailed description of, and a reasonable estimate of the total amount of, the Losses actually incurred or expected to be incurred by the Indemnified Party as a direct result of such alleged breach. In the case of Losses arising by reason of any claim as to which indemnity may third-party claim, the Indemnification Notice shall be sought, and shall permit given within thirty (30) days of the Indemnifying Party to assume the defense filing or other written assertion of any such claim in any litigation resulting therefrom, provided that counsel for against the Indemnifying Indemnified Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own expense, and provided further that but the failure of any the Indemnified Party to give notice as provided herein the Indemnification Notice within such time period shall not relieve the Indemnifying Party of its obligations under this Section 5.6 any liability that the Indemnifying Party may have to the Indemnified Party, except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefromprejudiced thereby.

Procedure. Each party entitled to indemnification under this Section 5.6 (the “a) If Faulding or any of its Affiliates or subsidiaries or Cytogen or any of its Affiliates or subsidiaries (in each case an "Indemnified Party”") shall receives any written claim which it believes is the subject of indemnity hereunder by Cytogen or Faulding, as the case may be, (in each case as "Indemnifying Party"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided, that the failure to give timely notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and contemplated hereby shall permit not release the Indemnifying Party from any liability to the Indemnified Party other than pursuant to this section, the Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of any such claim in any litigation resulting therefromwith counsel reasonably satisfactory to the Indemnified Party, provided that counsel for and at the cost of the Indemnifying Party, who shall conduct . If the Indemnifying Party does not so assume the defense of such claim or any litigation resulting therefromor, shall be approved by having done so, does not diligently pursue such defense, the Indemnified Party (whose approval shall not be unreasonably withheld)may assume such defense, and with counsel of its choice, but for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate in such defense at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party therein through counsel of its obligations under this Section 5.6 except to choice, but the extent that cost of such counsel shall be for the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in account of the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

Procedure. Each party entitled to indemnification under this Section 5.6 Article (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at its own such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 5.6 Article except to the extent that the Indemnifying Party is materially and adversely affected by such failure to provide notice. No Indemnifying Party, in the defense of any such claim or 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. Each Indemnified Party shall furnish such non-privileged information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.. Section 4.5