Common use of Procedure Clause in Contracts

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 9. In case any proceeding (including any governmental investigation) is instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 9, such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the Indemnified Party, will retain counsel reasonably satisfactory to the Indemnifying PartyIndemnified Party to represent the Indemnified Party and will pay the fees and expenses of such counsel related to such proceeding. The Claim Notice shall include a description in reasonable detail In any such proceeding, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the basis for, Indemnifying Party and nature of, the Indemnified Party will have mutually agreed to the retention of such claim, including the facts constituting the basis for such claim, and counsel or (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party in connection with and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such claimfees and expenses incurred pursuant to Section 9.1 or 9.2 will be reimbursed as they are incurred. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the The Indemnifying Party will not be obligated to indemnify the Indemnified Party liable for any settlement of any proceeding unless effected with respect to such Third Party Claim to the extent that the its written consent. The Indemnifying Party is prejudiced by such failure will not, without the written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt , effect any settlement of such notice as to whether the Indemnifying Party will assume the defense any pending or threatened proceeding in respect of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims to which the indemnity relates that are the subject matter of such Third Party Claimproceeding. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation Notwithstanding anything to the Indemnifying Party contrary in defending such Third Party Claim. If the Indemnifying Party elects not foregoing, with respect to assume any claim that is subject to the IP Indemnity Astellas shall have the right to control the defense of such Third Party Claim, claim. In no event shall Ironwood settle any claim that is subject to the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)IP Indemnity without Astellas’s prior written consent.

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (an “Indemnified Party”) shall give prompt written notification to the Party from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a “Third Party Claim”)claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this subsection shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that the such Indemnifying Party is actually prejudiced by as a result of such failure of the Indemnified Partyto give notice). The Indemnifying Party shall notify the Indemnified Party within Within thirty (30) days after receipt delivery of such notice as to whether notification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claimaction, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume the control of such defense, (x) the Indemnified Party shall have control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the right to participate in Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to engage separate such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of its own choosing at its own cost more than one counsel in any one jurisdiction for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and expense the defense thereof and (y) shall consider recommendations made by the other Party with respect thereto. 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, which consent shall not be unreasonably withheld. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Party, thereto or that imposes any liability or obligation on the Indemnified Party will, at without the cost and expense prior written consent of the Indemnifying Indemnified Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any If an Indemnified Party seeking intends to claim indemnification under this Article VII 10, the Indemnified Party shall give written notify the Indemnifying Party of any Loss in respect of which the Indemnified Party intends to claim such indemnification, and the Indemnifying Party shall assume the defense thereof with counsel mutually satisfactory to the Parties. Notwithstanding the prior sentence, if CDS is the Indemnifying Party based on a claim for indemnification by Alimera, then Alimera agrees to use CDS’ counsel as common counsel to the extent the Parties’ interests are aligned; provided that if the Parties’ interests diverge after they have used common counsel of CDS’ choosing, the common counsel may continue to represent CDS and not be subject to disqualification on account of the common representation. The failure to deliver notice (a “Claim Notice”) to the Indemnifying Party within a reasonable time after the commencement of any such action, shall relieve such Indemnifying Party of liability to the Indemnified Party under Article 10 only to the extent that the delay adversely affects Indemnifying Party’s rights or ability to defend such claim or action, but the failure so to deliver notice to the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party otherwise than under Article 10. The Claim Notice Indemnified Party under Article 10 shall include a description provide reasonable assistance to the Indemnifying Party and its legal representatives, at the Indemnifying Party’s expense, in the investigation of any action, claim or liability covered by this indemnification. The Indemnifying Party shall additionally be liable to pay the reasonable detail of (i) the basis for, legal costs and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained attorneys’ fees incurred by the Indemnified Party in connection with such claimestablishing its claim for indemnity. In Except as provided in the event last sentence of this Section 10.3, the indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any claimLoss if such settlement is effected without the consent of the Indemnifying Party, demandwhich consent shall not be withheld unreasonably or delayed. Indemnifying Party shall not, action without the written consent of Indemnified Party, settle or proceeding asserted against compromise any Indemnified Party by a third party Loss or consent to the entry of any judgment with respect to which such any Loss (a) that does not release Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party from all liability with respect to such Third Loss or (b) which may materially adversely affect Indemnified Party Claim or under which Indemnified Party would incur any obligation or liability, other than one as to the extent that the which Indemnifying Party is prejudiced by such failure of the Indemnified has an indemnity obligation hereunder. If Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party , within thirty ten (3010) days after receipt of receiving notice of a Loss or such notice shorter period as may be necessary for submitting or filing a response, fails to whether the Indemnifying Party will assume the defense of such Third Loss or fails to notify Indemnified Party Claim. If the Indemnifying Party assume the that is assuming such defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) assume the Indemnifying Party shall not agree to any defense, compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, Loss at the cost risk and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified The Party seeking indemnification under Sections 10.1 or 10.2 (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to promptly give the notice provided in this Section 10.3 shall not be a defense to the liability of the Indemnifying Party for such claim, unless the Indemnifying Party is prejudiced thereby. The Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Article VII 10. The Indemnifying Party shall give have the right, with the consent of the Indemnified Party to settle all indemnifiable matters under this Article 10 related to claims by Third Parties which are susceptible to being settled, provided that no such consent of the Indemnified Party is required if the Indemnified Party is not required to make any admission of liability or is not financially compromised as a result of the settlement. In connection with any claim giving rise to indemnity under this Article 10 resulting from or arising out of any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party and an acknowledgement of its indemnity obligations hereunder, assume the defense of any such claim or legal 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. proceeding. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall select counsel to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense (a “Claim Notice”which costs and expenses shall not be applied against any indemnity limitation herein), shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party does not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may, at the Indemnifying Party’s reasonable expense, defend against such claim or litigation in such manner as it may deem appropriate, but may not settle such claim or litigation without the consent of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection will cooperate reasonably with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of in its efforts to conduct or resolve such Third Party Claim. If the Indemnified Party fails matters, including by making available to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the relevant documents and witnesses. The Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to keep each other informed of all settlement negotiations with Third Parties and of the progress of any compromise or settlement to which the litigation with Third Parties. The Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by and the Indemnifying Party shall permit each other reasonable access to books and includes records and shall otherwise cooperate with all reasonable requests of each other in connection with any indemnifiable matter resulting from a release of the Indemnified Party from all Liability in respect of such claim by a Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will promptly notify the other Party in writing in the event it becomes aware of a Third Party claim, action or suit for which indemnification may be sought hereunder (provided that the failure to give such notice promptly will not prejudice the rights of an Indemnified Party, except to the extent that the failure to give such prompt notice materially adversely affects the ability of the Indemnifying Party to defend the claim, action or suit). In the event that any Third Party claim, action or suit is instituted against a Party in respect of which indemnity may be sought pursuant to this Article 12, promptly after such Party (the “Indemnified Party”) notifies the other Party (the “Indemnifying Party”) in writing, the Indemnifying Party and the Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall control the defense of such claim, action or suit. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim, action or suit, at the expense of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, In any such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)proceeding, the Indemnified Party shall give also have the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails right to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyretain its own counsel at its own expense. The Indemnifying Party shall notify not be liable for Losses or Third Party liabilities with respect to a claim, action or suit settled or compromised by the Indemnified Party within thirty (30) days after receipt of such notice as to whether without the Indemnifying Party will assume the defense Party’s prior written consent. No offer of such Third Party Claim. If the Indemnifying Party assume the defensesettlement, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) settlement or compromise by the Indemnifying Party shall not agree to any compromise or settlement to which be binding on an Indemnified Party without the Indemnified Party has not consented to in writing Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) ), unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of fully releases the Indemnified Party from all Liability in respect of without any liability, loss, cost or obligation to such Third Party Claim. If requested by the Indemnifying Indemnified Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this ARTICLE 10, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (the “Indemnifying Party”) and provide a copy to the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party seeking indemnification receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of liability to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) ARTICLE 10 only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by such negotiated settlement or otherwise and any failure to contest prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt Party’s prior written consent which will not be withheld, delayed or conditioned unreasonably other than settlements only involving the payment of such notice as to whether monetary awards for which the Indemnifying Party will assume the defense of such Third Party Claimbe fully-responsible. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the Party’s defense of such Third Party Claimany claim for which indemnity is sought under this Agreement, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)’s sole cost and expense.

Procedure. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall given written notice thereof to the other party (the "Indemnitor") promptly (but in no event more than ten (10) days) after it learns of the existence of such claim or proceeding. Any claim for indemnification hereunder shall be accompanied by evidence demonstrating the Indemnified Party's right or possible right to indemnification, including a copy of all supporting documents relevant thereto. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party seeking indemnification to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same; provided, however, that no settlement or compromise shall be effected without the consent of the Indemnified Party, which consent shall not be unreasonably withheld, and provided further that in the event the Indemnified Party does not consent to a bona fide offer of settlement made by a third party and the settlement involves only the payment of money, then the Indemnitor may, in lieu of payment of such settlement to such third party, pay such amount to the Indemnified Party. After the payment to the Indemnified Party, the Indemnitor shall have no further liability with respect to such claim or proceeding and the Indemnified Party shall assume full responsibility to defend the same. After notice from the Indemnitor to the Indemnified Party of its election to assume the defense of such claim or proceeding, the Indemnitor shall not be liable to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis paragraph for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been any legal or reasonably will be sustained other expenses subsequently incurred by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defensethereof; provided, (x) however, that the Indemnified Party shall have the right to participate employ counsel to represent it if, in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which Indemnified Party's reasonable judgment, it is advisable for the Indemnified Party has not consented to be represented by separate counsel, and in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless that event the fees and expenses of such settlement or compromise includes only the payment of monetary damages which separate counsel shall be paid by the Indemnifying Party and includes a release Indemnified Party. The parties will fully cooperate in any such action, making available to each other books or records for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within ten (10) days after receiving notice of the claim or proceeding from the Indemnified Party from all Liability (or such shorter time specified in respect the notice as the circumstances of such Third Party Claim. If requested by the Indemnifying Partymatter may dictate), the Indemnified Party will, at the cost and expense shall be free to dispose of the Indemnifying Partymatter, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying PartyIndemnitor (but subject to the Indemnitor's right subsequently to contest through appropriate proceedings its obligation to provide indemnification), provided that in any way which the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented deems in writing (which consent shall not be unreasonably withheld, conditioned or delayed)its best interest.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to Upon the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been threat or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event filing of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice thereof and shall give information and reasonable assistance in the defense or settlement of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, and the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing to, at its own cost cost, handle and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume control the defense of such Third Party Claim, except as expressly provided herein; provided, however, that if the Indemnifying Party exercises its right to, at its own cost, handle and control the defense of a Third Party Claim, then the Indemnified Party may, at its own expense, retain such additional attorneys as it may assume deem necessary. The Indemnified Party’s attorneys will be permitted by the Indemnifying Party and their attorneys to reasonably observe the defense thereof at the expense of such Third Party Claim, and the Indemnifying Party shall keep such Indemnified Party informed of actions taken in respect thereof. The Indemnifying Party shall have the right, after consultation with the Indemnified Party, to resolve and settle any such Third Party Claim; provided that, in no event may the Indemnifying Party compromise or settle any such Third Party Claim in a manner which admits fault or negligence on the part of any Indemnified Party or includes injunctive relief or includes the payment of money or other property by any Indemnified Party or diminishes or has a material adverse effect on the rights or interests of any Indemnified Party without the prior written consent of each such Indemnified Party. If a settlement contains an absolute waiver of liability for the Indemnified Party, then the Indemnified Party’s consent shall be deemed given. Notwithstanding anything to the contrary, in the event that Receptos is the Indemnifying Party and AbbVie is the Indemnified Party with respect to a given Third Party Claim for which the reasonably foreseeable Losses exceed the resources of Receptos and its Affiliates (an “Exceptional Claim”), then AbbVie shall not agree handle and control the defense of such Exceptional Claim and shall have the right to any compromise or settlement resolve and settle such Exceptional Claim on terms acceptable to which AbbVie and with the consent of Receptos. Receptos shall remain the Indemnifying Party has for an Exceptional Claim in all other respects, including but not consented limited to with regard to liability for Losses; provided, however, that AbbVie shall have the right, but not the obligation, at its sole discretion, to elect to pay some, all, or none of the Losses incurred or rendered in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with an Exceptional Claim.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as may elect to whether the Indemnifying Party will assume the defense of such Third Party Claimcompromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party assume elects to compromise or defend such Asserted Liability, it shall within 30 days after the defensedate the Claims Notice is given (or sooner, (xif the nature of the Asserted Liability so requires) notify the Indemnified Party shall have the right to participate in such defense and to engage separate counsel Indemnitee of its own choosing at its own cost intent to do so, and expense and (y) the Indemnifying Party Indemnitee shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party willcooperate, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to in the Indemnifying Party in defending compromise of, or defense against, such Third Party ClaimAsserted Liability. If the Indemnifying Party elects not to assume compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and all reasonable expenses incurred by the Indemnitee in defending or compromising such Asserted Liability, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, govern- mental or regulatory body or arbitrator, and amounts required to be paid in connection with any compromise or settlement consented to by the Indemnitee, shall be borne by the Indemnifying Party. Except as otherwise provided in the immediately preceding sentence, the Indemnitee may not settle or compromise any claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but the Indemnitee may not control) the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which Asserted Liability. If the Indemnifying Party has not consented in writing (which consent chooses to defend any claim, the Indemnitee shall not be unreasonably withheldmake available to the Indemnifying Party any books, conditioned records or delayed)other documents within its control that are necessary or appropriate for such defense.

Procedure. Any Indemnified The Party seeking indemnification under this Article VII (individually, the “Indemnified Party”), shall give written notice promptly notify the other Party (a the “Claim NoticeIndemnifying Party”) to in writing of the Claim. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefor. Promptly after a Claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party. The Claim Notice shall include a description in reasonable detail , at its option and expense, to assume the complete defense of such Claim, provided that (i) the basis forIndemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party, and (iii) the Indemnifying Party will not agree to any settlement that would admit liability on the part of the Indemnified Party or involve relief other than payment of money, without the approval of the Indemnified Party, not to be unreasonably withheld or delayed; and provided, further, that if it is reasonably likely that the Parties may have conflicting interests or if it is otherwise not advisable under applicable legal and ethical requirements for the Indemnifying Party’s defense counsel to represent both Parties, separate independent counsel shall be retained for each Party at its own expense. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of Indemnifiable Losses that have been the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, consent to the entry of any judgment or reasonably will enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be sustained liable to the Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party in connection with such claimthe defense thereof at the request of the Indemnifying Party. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party As to those Claims with respect to which such Indemnified the Indemnifying Party may claim indemnification under Section 7.1 (a “Third Party Claim”)does not elect to assume control of the defense, the Indemnified Party shall give will afford the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right an opportunity to participate in such defense and to engage separate counsel of its own choosing at its the Indemnifying Party’s own cost and expense expense, and (y) the Indemnifying Party shall will not agree to settle or otherwise dispose of any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by same without the Indemnifying Party, the Indemnified Party will, at the cost and expense consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking A Person intending to claim indemnification under this Article VII 9 (the “Indemnitee”) shall give promptly provide written notice to the Party providing indemnification (a the “Claim NoticeIndemnitor”) of any Third Party Claim with respect to which the Indemnifying Party. The Claim Notice Indemnitee intends to claim such indemnification, which notice shall include a description of the Third Party Claim, the amount thereof (if known and quantifiable) and the basis for the Third Party Claim; provided that failure of the Indemnitee to give the Indemnitor notice as set forth herein shall not relieve the Indemnitor of its obligations hereunder, except to the extent that the Indemnitor is prejudiced thereby. The Indemnitor shall have the right, in reasonable detail its sole discretion and at its election by written notice to the Indemnitee within fifteen (15) days after delivering notice of the Third Party Claim to the Indemnitee, to conduct the defense against such Third Party Claim in its own name, provided that the Indemnitor (i) shall keep the basis forIndemnitee reasonably informed regarding the status of such Third Party Claim, and nature of, such claim, including (ii) shall provide the facts constituting Indemnitee the basis for reasonable opportunity to consult with the Indemnitor regarding the defense of such claim, and (iiiii) the estimated amount of Indemnifiable Losses that have been may not settle or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of compromise any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to without the extent that the Indemnifying Party is prejudiced by such failure prior written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) unless (A) such settlement or compromise includes only involves no finding or admission of any breach by any Indemnitee of any obligation to any other Person or any violation by any Indemnitee of any Applicable Law, and (B) the payment of sole relief provided in connection with such settlement or compromise is monetary damages which shall be that are paid in full by the Indemnifying Party and includes a release Indemnitor. If the Indemnitee fails to timely give notice of such election to conduct the defense, it will be deemed to have elected not to conduct the defense of the Indemnified Party from all Liability in respect of such subject Third Party Claim. If requested by , and in such event the Indemnifying Party, Indemnitor shall have the Indemnified Party willright, at the its own cost and expense of expense, to conduct the Indemnifying Party, provide reasonable cooperation defense in good faith with counsel reasonably satisfactory to the Indemnifying Party in defending such Third Party Claim. If Indemnitee; provided that the Indemnifying Party elects not to assume Indemnitor (x) shall keep the defense Indemnitee reasonably informed regarding the status of such Third Party Claim, (y) shall provide the Indemnified Party may assume Indemnitee the reasonable opportunity to consult with the Indemnitor regarding the defense thereof at of such claim and (z) may not settle or compromise any such Third Party Claim without the expense prior written consent of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representative(s) in the investigation and defense of any Third Party Claim covered by this Section 9.4.

Procedure. Any Indemnified Promptly after the discovery by the Party seeking indemnification under this Article VII shall give written notice Section 6.2 or 6.3 herein (a the “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis forany Loss, and nature of, such claimclaim or breach, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party claim by a third party with respect to which such Indemnified Third Party may claim indemnification under Section 7.1 (a “Third Party Claim”)) that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall give written notice to the Party against whom indemnity is sought (the “Indemnifying Party”); provided that, no delay on the part of the Indemnified Party in notifying the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, shall relieve the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim of any liability or obligation hereunder, except to the extent that the Indemnifying Party is has been prejudiced by thereby, and then only to such failure extent. The Indemnifying Party, upon request of the Indemnified Party. The , shall assume the defense of the Third Party Claim and retain counsel reasonably satisfactory to the Indemnified Party to represent the Indemnifying Party and the Indemnifying Party shall notify pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party within thirty (30) days after receipt shall have the right to retain its own counsel, but the fees and expenses of such notice as counsel shall be at the expense of the Indemnified Party unless (a) the Parties shall have mutually agreed to whether the retention of such counsel, (b) the named parties to any such proceeding (including any impleaded parties) include the Parties and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (c) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party will assume has failed to diligently defend a Third Party Claim it has assumed per the Indemnified Party’s request. All such fees and expenses incurred pursuant to this Section 6.5 shall be reimbursed as they are incurred. In the event that the Indemnified Party assumes the defense of any Third Party Claim, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the The Indemnifying Party shall not agree to be liable for any compromise or settlement to which the Indemnified Party has not consented to in writing of any proceeding unless affected with its written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).. The Indemnifying Party shall not, without the written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any Third Party Claim unless (a) such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding and (b) it would not result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates with respect to the Compound, Product, or any of the Purchased Assets, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) any monetary liability of the Indemnified Party arising from such Third Party Claim that shall not be promptly paid or reimbursed by the Indemnifying Party. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Procedure. Any Indemnified In the event of a claim by a Third Party seeking against any Person entitled to indemnification under this Article VII shall give written notice Agreement, the Party claiming indemnification (a in such capacity, the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (in such capacity, the “Indemnifying Party. The Claim Notice shall include a description in reasonable detail *** = Portions of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that this exhibit have been or reasonably will be sustained omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in connection this Section 13.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within *** after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with such counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. In If the event of any claim, demand, action or proceeding asserted against any Indemnified Indemnifying Party by a third party with respect to which does not undertake such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)defense, the Indemnified Party shall give control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, participate in such defense with counsel of its choice; provided, that, if the Indemnifying Party written notice within ten Business Days of receiving written notice assumes control of such Third Party Claim. If defense and the Indemnified Party fails to provide each such notice within such time periodin good faith concludes, based on advice from counsel, that the Indemnifying Party will not be obligated to indemnify and the Indemnified Party (or the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of action, suit, proceeding or claim, the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to ’s counsels may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to engage the indemnified Persons solely in connection therewith. The Party controlling such defense 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. Except if the Indemnifying Party did not undertake defense of the claim or if the Indemnifying Party and the Indemnified Party (or the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel of its own choosing at its own cost and expense and (y) counsel, as provided above, the Indemnifying Party shall not agree to be liable for any compromise litigation costs or settlement to which expenses incurred by the Indemnified Party has without the Indemnifying Party’s written consent. The Indemnified Party shall not consented to in writing (settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the conditioned. The Indemnifying Party shall not settle, without the prior written consent of the Indemnified Party, any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking A party claiming indemnification under this Article VII shall give written notice VIII (a the “Claim NoticeAsserting Party”) must promptly notify in writing the party from which indemnification is sought (the “Defending Party”) of the nature and basis of such claim for indemnification. If such claim relates to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been litigation or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, other action or proceeding asserted against any Indemnified Party by a third third-party with respect to which such Indemnified Party may claim indemnification under Section 7.1 against Asserting Party, (a “Third Third-Party Claim”), Defending Party may elect to assume the Indemnified Party shall give defense of the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Third-Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days promptly after receipt of such the notice as referred to whether above at its own expense with counsel selected by Defending Party and reasonably satisfactory to Asserting Party; provided, however, that the Indemnifying Defending Party will may not assume the defense of such Third Party Claim unless (i) the Defending Party gives written notice to the Asserting Party within fifteen (15) days of receipt of the claim notice that the Defending Party will indemnify the Asserting Party from and against the entirety of any and all Losses the Asserting Party ultimately suffers resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim, (ii) the Third Party Claim involves only claims for monetary damages and does not seek an injunction or other equitable relief against the Asserting Party, (iii) the Asserting Party reasonably concludes, based upon advice of counsel that a conflict does not exist between the Asserting Party and the Defending Party in connection with the defense of the Third Party Claim, (iv) the Third Party Claim does not relate to or otherwise arise in connection with taxes, any criminal or regulatory enforcement action or otherwise involve a claim by a governmental authority, (v) settlement of, an adverse judgment with respect to or the Defending Party’s conduct of the defense of the Third Party Claim is not, in the good faith judgment of the Asserting Party, likely to be adverse to the Asserting Party’s reputation or continuing business interests (including the Asserting Party’s relationships with current or potential customers, suppliers, payors, Tenant or other parties material to the conduct of the business of the Asserting Party) and (vi) the Defending Party conducts the defense of the Third Party Claim actively and diligently and in good faith. If Defending Party assumes the Indemnifying defense of the Third-Party assume the defenseClaim and diligently defends such Third-Party Claim, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Defending Party shall not agree be liable for any fees and expenses of counsel for Asserting Party incurred thereafter in connection with the Third-Party Claim. To the extent required by applicable law, the Asserting Party shall act reasonably and in good faith in an effort to mitigate any compromise Loss for which it is entitled to indemnification. Failure of the Asserting Party to promptly notify the Defending Party of a claim hereunder shall not waive the rights of the Asserting Party to indemnification hereunder, except to the extent that the Defending Party can demonstrate actual material loss or settlement to which prejudice as a result of such failure or delay. Defending Party shall not settle any Third Party Claim without the Indemnified Party has not consented to in writing (written consent of the Asserting Party, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII Section 9.1 (an “Indemnified Party”) shall give prompt written notice notification to the Party from whom indemnification is sought (a the “Claim NoticeIndemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the Indemnifying Party. The Claim Notice shall include assertion of any such claim by a description in reasonable detail of Third Party (i) it being understood and agreed, however, that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the an Indemnified Party in connection with such claim. In the event to give notice of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party claim as provided in this subsection shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that the such Indemnifying Party is actually prejudiced by as a result of such failure of the Indemnified Partyto give notice). The Indemnifying Party shall notify the Indemnified Party within Within thirty (30) days after receipt delivery of such notice as to whether notification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, assume control of the defense of such Third Party Claimaction, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume the control of such defense, (x) the Indemnified Party shall have control such defense. The Party not controlling such defense may participate therein at its own expense; provided that if the right to participate in Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to engage separate such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of its own choosing at its own cost more than one counsel in any one jurisdiction for all Indemnified Parties. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and expense the defense thereof and (y) shall consider recommendations made by the other Party with respect thereto. 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, which consent shall not be unreasonably withheld. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Party, thereto or that imposes any liability or obligation on the Indemnified Party will, at without the cost and expense prior written consent of the Indemnifying Indemnified Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any A Party (the "Indemnified Party seeking Party") which intends to claim indemnification under this Article VII 12, shall give written notice promptly notify the other Party (a “Claim Notice”) to the "Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i") the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party Claim with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of intends to claim such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyindemnification. The Indemnifying Party shall notify have the Indemnified Party within thirty (30) days after receipt of such notice as right to whether the Indemnifying Party will assume the defense of such Third Party Claim. If Claim with counsel selected by the Indemnifying Party assume the defenseParty; PROVIDED, (x) HOWEVER, that the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of retain its own choosing at its own cost counsel and expense the fees and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which expenses shall be paid by the Indemnifying Party and includes a release only if representation of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the counsel retained by the Indemnifying Party, Party would be inappropriate due to actual or potential differing interests between the Indemnified Party will, at and any other party represented by such counsel in such proceedings. The indemnity obligations under this Article 12 shall not apply to amounts paid in settlement of any Liability if such settlement is effected without the cost and expense consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheldwithheld unreasonably. The failure of the Indemnified Party to promptly notify the Indemnifying Party of a potential Claim shall not constitute a waiver of, conditioned or delayed)result in the loss of, such Party's right to indemnification under this Section 12.3, except to the extent that the Indemnifying Party's rights and/or its ability to defend such Claim is prejudiced by the Indemnified Party's failure to notify the Indemnifying Party of such Claim within a reasonable time after the commencement of any action. The Indemnifying Party may not settle the action or otherwise consent to an adverse judgment in such action that diminishes the rights or interests of the Indemnified Party without the express written consent of the Indemnified Party, which consent shall not be withheld unreasonably. The Indemnified Party, its employees and agents, shall cooperate fully with the Indemnified Party and its legal representatives in the investigation of any Claim covered by this indemnification.

Procedure. Any Indemnified Party If any Proceeding arises as to which a right of indemnification provided in this Article XII applies, the Person seeking indemnification (the "Indemnified Party"), shall within twenty (20) days notify the party obligated under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated XII to indemnify the Indemnified Party with respect to such Third Party Claim (the "Indemnifying Party"), thereof in writing, except to the extent that such failure to notify within 20 days does not prejudice the Indemnifying Party's ability to defend or contest any such Proceeding, and allow the Indemnifying Party is prejudiced and its insurers to assume direction and control of the defense against such Proceeding, at its sole expense, including the settlement thereof at the sole option of the Indemnifying Party or its insurers; provided, however, that the Indemnifying Party may not enter into any compromise or settlement without the prior written consent of the Indemnified Party unless such compromise or settlement includes as an unconditional term thereof the giving by each plaintiff or claimant to the Indemnified Party of a release from all liability in respect of such failure claim and only if such compromise or settlement does not include any admission of legal wrongdoing on the part of the Indemnified Party. The Indemnified Party shall fully cooperate with the Indemnifying Party shall notify and its insurer in the disposition of any such matter and the Indemnified Party will have the right and option to participate in (but not control) the defense of any Proceeding as to which this Article VI applies, with separate counsel at its election and cost. If the Indemnifying Party fails or declines to assume the defense of any such Proceeding within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claimthereof, the Indemnified Party may assume the defense thereof for the account and at the expense risk of the Indemnifying Party, provided that . The Indemnifying Party shall pay promptly to the Indemnified Party shall not agree to any compromise or settlement Damages to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheldindemnity under this Article XII applies, conditioned or delayed)as incurred.

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which such Party may seek indemnification hereunder. If any Procedure is instituted against a Party with respect to which indemnity may be sought pursuant to Section 8.1.1 or 8.1.2, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (the “Indemnifying Party”) and provide the Indemnifying Party with a copy of any complaint, summons or other written notice that the Indemnified Party seeking indemnification under this Article VII shall give receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice (a “Claim Notice”) will relieve the Indemnifying Party of liability to the Indemnified Party under Section 8.1.1 or 8.1.2, as applicable, only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise (subject to this Section 8.1) and any failure to contest such failure obligation prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party Party’s prior written consent, which will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless ; provided that such consent will not be required with respect to any settlement or compromise includes involving only the payment of monetary damages awards for which shall be paid by the Indemnifying Party and includes a release of the will be fully-responsible. The Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party’s defense of any claim for which indemnity is sought under this Agreement, provided that the Indemnified Party shall not agree to any compromise or settlement to which at the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Party’s cost and expense.

Procedure. Any Indemnified To the extent reasonably feasible, the Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) entitled to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 12.1.1 or 12.1.2 above (a the “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party”) shall notify the other Party (the “Indemnifying Party”) in writing of any Claim that, in Indemnified Party’s reasonable judgment, is likely to lead to a claim for indemnification. The Indemnifying Party shall notify promptly assume the entire defense of such Claim following the Indemnified Party’s written notice and reimburse the Indemnified Party within thirty (30) days after receipt of such notice as for all expenses incurred prior to whether the Indemnifying Party will assume Party’s assuming the defense of such Third Party Claim. If the The Indemnifying Party assume the defensemay settle a claim on terms which provide only for monetary relief, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes include a full release of the Indemnified Party from all Liability in respect and do not include any admission of such Third Party Claim. If requested liability, wrongdoing, infringement or invalidity or unenforceability of patent rights owned or controlled by the Indemnified Party. Save as aforesaid, neither the Indemnifying Party, Party nor the Indemnified Party willshall acknowledge the validity of, at compromise or otherwise settle any claim without the cost and expense prior written consent of the Indemnifying other Party, provide reasonable cooperation to which shall not be unreasonably withheld or delayed. The Indemnified Party shall use cooperate with the Indemnifying Party in defending such Third the defense of the Claim at the Indemnifying Party’s sole expense. The Indemnified Party may hire its own counsel, at its own expense, to monitor, but not control, the defense of any Claim. If The Indemnified Party and the Indemnifying Party elects not may execute such mutually acceptable confidentiality and joint defense agreements to assume the defense of protect privileged materials as shall be usual and customary in such Third Party Claim, proceedings and as shall be reasonably requested in writing by either the Indemnified Party may assume the defense thereof at the expense of or the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Indemnified Party, such Indemnified Party seeking indemnification will give prompt written notice of the indemnity claim to the Indemnifying Party and provide a copy to the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of liability to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) ARTICLE 13 only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by such failure [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Indemnified PartySecurities Exchange Act of 1934, as amended. Table of Contents negotiated settlement or otherwise and any failure to contest prior to assuming control will be deemed to be an admission of the obligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt Party’s prior written consent, which will not be withheld, delayed or conditioned unreasonably, other than settlements only involving the payment of such notice as to whether monetary awards for which the Indemnifying Party will assume the defense of such Third Party Claimbe fully-responsible. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the Party’s defense of such Third Party Claimany claim for which indemnity is sought under this Agreement, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)’s sole cost and expense.

Procedure. Any Indemnified Party seeking indemnification under this Article VII Section 8 shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claimParties. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 8.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party Parties written notice within ten twenty (20) Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party Parties will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party Parties’ ability to defend is prejudiced by such failure of the Indemnified Party. The Indemnifying Party Parties shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the any Indemnifying Party will assume the defense of such Third Party Claim. If the any Indemnifying Party assume assumes the defense, (xi) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (yii) the such Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed) unless ). Notwithstanding the foregoing, if counsel for the Indemnified Party reasonably determines that there is a conflict between the positions of the Indemnifying Parties and the Indemnified Party in conducting the defense of such settlement or compromise includes only Third Party Claim, then the payment reasonable fees of monetary damages which such separate counsel shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party ClaimParty. If requested by the any Indemnifying Party, the Indemnified Party will, at the cost and expense of the such Indemnifying Party, provide reasonable cooperation to the such Indemnifying Party in defending such Third Party Claim. If the no Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying PartyParties, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has Parties have not consented in writing (which consent shall not be unreasonably withheld, conditioned withheld or delayed).

Procedure. Any Indemnified Promptly after the discovery by the Party seeking indemnification under this Article VII shall give written notice Section 6.2 or Section 6.3 herein (a the “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis forany Loss, and nature of, such claimclaim or breach, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party claim by a third party with respect to which such Indemnified Third Party may claim indemnification under Section 7.1 (a “Third Party Claim”)) that would reasonably be expected to give rise to a claim for indemnification hereunder, the Indemnified Party shall give written notice to the Party against whom indemnity is sought (the “Indemnifying Party”); provided that, no delay on the part of the Indemnified Party in notifying the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, shall relieve the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim of any liability or obligation hereunder, except to the extent that the Indemnifying Party is has been prejudiced by thereby, and then only to such failure of the Indemnified Partyextent. The Indemnifying Party shall notify assume the defense of the Third Party Claim and retain reputable counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt of such notice as to whether represent the Indemnifying Party will assume and the Indemnifying Party shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (a) the Parties shall have mutually agreed to the retention of such counsel, (b) the named parties to any such proceeding (including any impleaded parties) include the Parties and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (c) the Indemnified Party assumes the defense of a Third Party Claim after the Indemnifying Party has failed to diligently defend a Third Party Claim it has assumed per the Indemnified Party’s request. All such fees and expenses incurred pursuant to this Section 6.5 shall be reimbursed as they are incurred. In the event that the Indemnified Party assumes the defense of any Third Party Claim, the Indemnified Party’s right to indemnification for a Third Party Claim shall not be adversely affected by assuming the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the The Indemnifying Party shall not agree to be liable for any compromise or settlement to which the Indemnified Party has not consented to in writing of any proceeding without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any Third Party Claim unless (a) such settlement includes an unconditional release of the Indemnified Party from all liability on claims to which the indemnity relates that are the subject matter of such proceeding and (b) it would not result in (i) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates, (ii) a finding or admission of a violation of Applicable Law or violation of the rights of any Person by the Indemnified Party or any of its Affiliates or (iii) any monetary liability of the Indemnified Party arising from such Third Party Claim that shall not be promptly paid or reimbursed by the Indemnifying Party.

Procedure. Any If any third party shall notify a Party hereto (the "Indemnified Party") with respect to any matter which may give rise to a claim for indemnification against the other Party (the "Indemnifying Party") under this SECTION 26, then the Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to notify the Indemnifying Party. The Claim Notice shall include a description Party in reasonable detail writing thereof promptly; provided, however, that no delay on the part of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection notifying any Indemnifying Party shall relieve the Indemnifying Party from any liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party experiences any prejudice in the ability to provide the indemnification required under this SECTION 26. If the Indemnifying Party acknowledges that this Agreement applies with respect to such claim, then the Indemnifying Party shall be entitled to take control of the defense and investigation of the claim. In the event any Indemnifying Party notifies the Indemnified Party that it is assuming the defense thereof, (A) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of the Indemnifying Party's choice reasonably satisfactory to the Indemnified Party, (B) the Indemnified Party may retain separate co-counsel at its sole cost and expense (except that the Indemnifying Party will be responsible for the fees and expenses of the separate co-counsel to the extent the Indemnified Party concludes reasonably that the counsel the Indemnifying Party has selected has a conflict of interest), (C) the Indemnified Party will not consent to the entry of any claim, demand, action judgment or proceeding asserted against enter into any Indemnified Party by a third party settlement with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give matter without the written consent of the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodwhich consent will not be withheld or delayed unreasonably, and (D) the Indemnifying Party will not be obligated consent to indemnify the Indemnified Party entry of any judgment with respect to such Third Party Claim to the extent that matter, or enter into any settlement which does not include a provision whereby the Indemnifying Party is prejudiced by such failure of plaintiff or claimant in the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of matter releases the Indemnified Party from all Liability in liability with respect thereto, without the written consent of such Third Party Claim. If requested by the Indemnifying Indemnified Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall will not be unreasonably withheld, conditioned withheld or delayed)delayed unreasonably.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event that, at any time or from time to time after the Effective Time, a person indemnified under Section 10.1 or 10.3 (an "Indemnified Party") shall sustain a loss of any claim, demand, action or proceeding asserted nature whatsoever against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification is indemnified under Section 7.1 (a “Third Party Claim”)this Agreement, the such Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party party hereto obligated to provide such indemnification (the "Indemnitor") of any such loss so sustained. If Indemnitor is Buyer, Indemnitor shall within thirty (30) days after receipt transmittal of such notice as pay to whether such Indemnified Party the Indemnifying amount of such loss so sustained, subject to the right to contest any claim. If Indemnitor is the Shareholders, payment shall be governed by the Escrow Agreement. The Indemnified Party will assume shall promptly notify the Indemnitor of the existence of any claim, demand, or other matter involving liabilities to third parties to which the Indemnitor's indemnification obligations would apply and shall give the Indemnitor (acting through the Representative if Indemnitor is the Escrow Agent) a reasonable opportunity to defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnified Party at Indemnitor's own expense and with counsel of Indemnitor's selection (who shall be approved by Indemnified Party, which approval shall not be unreasonably withheld); provided that the Indemnified Party shall at all times also have the right to fully participate in the defense of such Third Party Claimat its own expense. If the Indemnifying Party assume the defenseIndemnitor shall, (x) within a reasonable time after said notice, fail to defend, the Indemnified Party shall have the right right, but not the obligation, to participate in such undertake the defense of, and to engage separate counsel of its own choosing compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at its own cost the risk and expense and (y) of Indemnitor. Except as provided in the Indemnifying preceding sentence, the Indemnified Party shall not agree to any compromise or settlement to which settle the claim or other matter without the prior written consent of the Indemnitor. If the claim is one that cannot by its nature be defended solely by the Indemnitor, the Indemnified Party has not consented shall make available all information and assistance that the Indemnitor may reasonably request; provided that any associated expenses shall be paid by the Indemnitor. If the Losses relate to in writing (a Loss or demand asserted by a third party, the Indemnified Party and Indemnitor shall jointly control the defense and settlement thereof and any settlement shall require the prior written consent of both parties, which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 11. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 11, such Party (the “Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeParty”) to shall provide the other Party (the “Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i”) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving prompt written notice of such Third proceeding (the “Indemnification Claim Notice”). Promptly after the Indemnifying Party Claim. If receives the Indemnified Party fails to provide each such notice within such time periodIndemnification Claim Notice, the Indemnifying Party will not be obligated to indemnify the and Indemnified Party shall meet to [**] Certain information in this document has been omitted and filed separately with respect the Securities and Exchange Commission. discuss how to respond to any claims that are the subject matter of such Third Party Claim to the extent that proceeding. At its option, the Indemnifying Party is prejudiced may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 11.3 by such failure of the Indemnified Party. The Indemnifying Party shall notify giving written notice to the Indemnified Party within thirty (30) days (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than seventy (70) days, provided that the Indemnified Party makes all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, provided that (a) the claim solely seeks monetary damages and (b) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnifying Party may, at any time, assume all such notice defense if the Litigation Conditions are not satisfied at any time. Upon assuming the defense of a Third Party claim in accordance with this Section 11.3, the Indemnifying Party shall be entitled to appoint lead counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as to whether otherwise set forth in this Section 11.3, the Indemnifying Party will assume not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party claim. Without limiting this Section 11.3, any Indemnified Party will be entitled to participate in, but not control, the defense of such a Third Party Claim. If claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party assume the defensein writing, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (yii) the Indemnifying Party shall not agree has failed to assume and actively further the defense and employ counsel in accordance with this Section 11.3 (in which case the Indemnified Party will control the defense) or (iii) the Indemnifying Party no longer satisfies the Litigation Conditions. With respect to any compromise Liability relating solely to the payment of money damages in connection with a Third Party claim that will not result in the Indemnified Party’s becoming subject to injunctive or settlement other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which the Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party has not consented hereunder, and subject to in writing (which consent shall not be unreasonably withheldthe Litigation Conditions being satisfied, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided that such terms shall include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto), and will transfer to the Indemnified Party willall amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Liabilities in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 11.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability provided that it obtains the prior written consent of the Indemnified Party (which consent will be at the cost and expense Indemnified Party’s reasonable discretion). The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 11.3 will not be liable for any settlement or other disposition of a Liability by an Indemnified Party (but in no event to include any court judgment or judicial or administrative order or [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. disposition) that is reached without the written consent of such Indemnifying Party. No Indemnified Party will admit any liability with respect to, provide reasonable cooperation or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party in defending such the opportunity to assume the defense of the Third Party Claimclaim in accordance with this Section 11.3. If the Indemnifying Party elects not chooses to assume the defense of such defend or prosecute any Third Party Claimclaim, the Indemnified Party may assume will cooperate in the defense or prosecution thereof at the expense of and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying PartyParty to, provided that and reasonable retention by the Indemnified Party shall not agree of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any compromise or settlement to which material provided hereunder, and the Indemnifying Party has not consented will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with such cooperation.

Procedure. (a) Any Indemnified Party Person seeking indemnification under this Article VII Section 9 shall give written notice to a party obligated to provide indemnity hereunder (a the “Claim NoticeIndemnifying Party”) to ). If the Indemnifying Party. The Claim Notice shall include a description Party does not notify the Indemnified Person in reasonable detail writing within ten (10) Business Days from receipt of (i) such claim that the basis for, and nature of, Indemnifying Party disputes such claim, including the facts constituting the basis for such claim, Indemnifying Party shall be deemed to have accepted and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection agreed with such claim. In the event of any claim, demand, action or proceeding Action asserted against any an Indemnified Party Person by a third party with respect to upon which such the Indemnified Party Person may claim indemnification under Section 7.1 (a “Third Party Claim”)indemnification, the Indemnified Party Person shall give the Indemnifying Party written Party(ies) notice in writing within ten (10) Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodasserted Action and, thereafter the Indemnifying Party will not be obligated shall give written notice to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of Person within ten (10) Business Days after receipt from the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt Person of such notice as to of claim or demand, indicating whether the Indemnifying Party will intends to assume the defense of such Third claim or demand, and if the Indemnifying Party Claimintends to assume the defense of such claim or demand, the Indemnifying Party shall acknowledge that it has, and shall be deemed to have, accepted and agreed to its indemnification obligations for such claim or demand. If the Indemnifying Party assume assumes the defense, (xi) the Indemnified Party Person shall have the right to participate in any such defense and to engage employ separate counsel of its own choosing at its own cost and expense expense; provided, however, if there is a potential conflict of interest between the interest of the Indemnified Person and the Indemnifying Party, the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party, (yii) the Indemnifying Party shall promptly keep the Indemnified Person reasonably informed of material developments in such claim or demand at all stages thereof and (iii) the Indemnifying Party may not agree to any compromise or settlement to which the Indemnified Party Person has not consented to in writing (writing, which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense or fails to make such an election within the ten (10) Business Day period, or otherwise fails to continue the defense of such Third Party Claimthe Indemnified Person reasonably and in good faith, the Indemnified Party Person may assume the defense thereof at the expense of the Indemnifying Party, provided that and a recovery against the Indemnified Party Person suffered by it in good faith shall not agree to any compromise or settlement to which be conclusive in its favor against the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Party.

Procedure. Any Indemnified In the event of a claim by a Third Party seeking against any Person entitled to indemnification under this Article VII shall give written notice Agreement, the Party claiming indemnification on behalf of such Person (a in such capacity, the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (in such capacity, the “Indemnifying Party. The Claim Notice shall include a description ”) in reasonable detail writing of the claim (i) it being understood that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the Indemnified Party in connection with such claim. In the event to give prompt notice of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party claim as provided in this Section 10.3 shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such Third Party Claimfailure to give prompt notice). If the Indemnified Party fails to provide each Within [**] days after delivery of such notice within such time periodnotification, the Indemnifying Party will not be obligated may, upon written notice thereof to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify , undertake and solely manage and control, at its sole expense and with counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume Party, the defense of such Third Party Claimthe claim. If the Indemnifying Party assume the does not undertake such defense, (x) the Indemnified Party may control such defense but shall not be entitled to indemnification hereunder if it does not then control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, participate in such defense; provided, that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party (or the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim, the right to Indemnified Party’s counsel may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to engage the indemnified Persons solely in connection therewith. The Party controlling such defense 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. Except if the Indemnifying Party did not undertake defense of the claim or if the Indemnifying Party and the Indemnified Party (or the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel of its own choosing at its own cost and expense and (y) counsel, as provided above, the Indemnifying Party shall not agree to be liable for any compromise litigation costs or settlement to which expenses incurred by the Indemnified Party has (or the relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification) without the Indemnifying Party’s written consent. The Indemnified Party and any Person seeking indemnification under this Agreement shall not consented to in writing (settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the conditioned. The Indemnifying Party shall not settle, without the prior written CONFIDENTIAL consent of the Indemnified Party, any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that (a) does not include a complete and includes a unconditional release of the Indemnified Party (and the relevant INFI Indemnitees or Licensee Indemnitees seeking indemnification) from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, (b) imposes any liability or obligation on the Indemnified Party will(or any relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification), at the cost and expense of the Indemnifying Party(c) permits any injunction, provide reasonable cooperation declaratory judgment, other order or other non-monetary relief to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claimbe entered, directly or indirectly against the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party(or any relevant INFI Indemnitee or Licensee Indemnitee seeking indemnification), provided that or (d) acknowledges fault by the Indemnified Party shall not agree to (or any compromise relevant INFI Indemnitee or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayedLicensee Indemnitee seeking indemnification).

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which such Party may seek indemnification hereunder. If any Proceeding is instituted against a Party (or another Company Indemnified Party seeking indemnification under this Article VII shall in the case of Company or another Vertex Indemnified Party in the case of Vertex) with respect to which indemnity may be sought pursuant to Section 9.1.1 or 9.1.2, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (a the “Claim NoticeIndemnifying Party”) and provide the Indemnifying Party with a copy of any complaint, summons or other written notice that the Company Indemnified Party or Vertex Indemnified Party, as applicable, receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice will relieve the Indemnifying Party of liability to the Company Indemnified Party or Vertex Indemnified Party under Section 9.1.1 or 9.1.2, as applicable, only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, ’s ability to defend such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent ; provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Company Indemnified Party or Vertex Indemnified Party, as applicable, will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise (subject to this Section 9.1) and any failure to contest such failure obligation prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the prior written consent of the Company Indemnified Party within thirty (30) days after receipt of such notice or Vertex Indemnified Party, as to whether the Indemnifying Party applicable, which will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless ; provided that such consent will not be required with respect to any settlement or compromise includes involving only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to awards for which the Indemnifying Party has not consented will be fully responsible. The Indemnified Party will cooperate with the 31 Indemnifying Party in writing (the Indemnifying Party’s defense of any claim for which consent shall not be unreasonably withheldindemnity is sought under this Agreement, conditioned or delayed)at the Indemnifying Party’s cost and expense.

Procedure. Any A party or parties hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the "Indemnifying Party" and the other party or parties claiming indemnity is referred to as the "Indemnified Party." An Indemnified Party seeking indemnification under this Article VII Agreement shall, with respect to claims asserted against such party by any third party, give written notice to each Indemnifying Party of any liability which must give rise to a claim for indemnity under this Agreement promptly (and in any event within sixty (60) business days) upon the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to each Indemnifying Party of any liability or loss which might give rise to a claim for indemnity; provided, however that any failure to give such notice on a timely basis will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party may assume the defense of such matter, including the employment of counsel satisfactory to the Indemnified Party and the payment of all expenses relating thereto. The Indemnifying Party shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the each Indemnified Party in connection with such claim. In of its assumption of the event defense of any claimaction, demand, action suit or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 within thirty (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written 30) days of receipt of notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify from the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partymatter. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate employ its or their own counsel in any such defense matter, but the fees and to engage separate expenses of such counsel shall be the responsibility of its own choosing at its own cost and expense and such Indemnified Party unless (yi) the Indemnifying Party shall not agree have reasonably promptly employed counsel satisfactory to any compromise such Indemnified Party or settlement to which (ii) the Indemnified Party has shall have reasonably concluded that the conduct of such proceeding by the Indemnifying Party and counsel of its choosing will prejudice the rights of the Indemnified Party. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. An Indemnifying Party shall not consented to in writing (make any settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, conditioned it shall not be deemed unreasonable to withhold consent to a settlement involving consideration or delayed) unless such settlement or compromise includes only relief other than the payment of monetary damages which money. After settlement and payment thereof, the Indemnifying Party shall have no right to dispute or object to the amount of the settlement or a claim for indemnification based thereon. With regard to claims of third parties for such indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party and includes upon the earlier to occur of: (i) the entry of a release of judgment against the Indemnified Party from all Liability in and the expiration of any applicable appeal period, or if earlier, five days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of an unappealable judgment or final appellate decision against the Indemnified Party; (iii) a settlement of the claim; or (iv) with respect to indemnities for liabilities relating to Taxes, upon the issuance of such Third any resolution by a taxation authority. Notwithstanding the foregoing, provided that there is no dispute as to the applicability of indemnification, expenses of counsel to the Indemnified Party Claim. If requested shall be reimbursed on a current basis by the Indemnifying Party, the Indemnified Party will, at the cost and expense if such expenses are a liability of the Indemnifying Party. With regard to other claims of which identification is payable hereunder, provide reasonable cooperation to such indemnification shall be paid promptly by the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, upon demand by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified The foregoing indemnity obligations shall be conditioned upon (a) the indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeIndemnitee”) to promptly notifying the Indemnifying Party. The Claim Notice shall include a description indemnifying Party (“Indemnitor”) in reasonable detail writing of (i) the basis for, and nature of, such claim, including assertion or the facts constituting commencement of the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “relevant Third Party Claim”), provided, however, that any failure or delay to notify shall not excuse any obligation of the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodIndemnitor, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim except to the extent that the Indemnifying Party Indemnitor is actually prejudiced by such failure thereby, (b) the Indemnitee granting the Indemnitor sole management and control, at the Indemnitor’s sole expense, of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If Claim and its settlement, provided, however, that the Indemnifying Indemnitor shall not settle any such Third Party assume Claim without the defenseprior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by the Indemnitee), would bind or impair the Indemnitee, or includes any admission of wrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable, and (xc) the Indemnified Party Indemnitee reasonably cooperating with the Indemnitor, at the Indemnitor’s expense. The Indemnitee shall have the right, at its own expense, to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to participate in such defense employ separate counsel at the Indemnitee’s expense and to engage separate counsel of control its own choosing at its own cost defense of the applicable Third Party Claim only if: (i) there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor or (ii) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and expense and (y) the Indemnifying Party Indemnitor that would make such separate representation advisable. The Indemnitee shall not agree settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified A Party seeking that intends to claim indemnification under this Article VII shall give written notice 11 (a the “Claim NoticeIndemnitee”) shall promptly notify the indemnifying Party (the “Indemnitor”) in writing of any Third Party Claim, in respect of which the Indemnitee intends to claim such indemnification. The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for’s expense, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event defense of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party for which indemnity is prejudiced by such failure of the Indemnified Partybeing sought. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to Indemnitee may participate in and monitor such defense and to engage separate with counsel of its own choosing at its own cost sole expense; provided, however, the Indemnitor shall have the right to assume and expense and (y) conduct the Indemnifying defense of the Third Party Claim with counsel of its choice. The Indemnitor shall not agree to settle any compromise or settlement to which Third Party Claim without the prior written consent of the Indemnified Party has Party, not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such the settlement or compromise includes involves only the payment of monetary damages which money. So long as the Indemnitor is actively defending the Third Party Claim in good faith, the Indemnitee shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of not settle any such Third Party Claim. If requested by Claim without the Indemnifying Party, the Indemnified Party will, at the cost and expense prior written consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects Indemnitor does not to assume and conduct the defense of such the Third Party ClaimClaim as provided above, (a) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnified Indemnitor in connection therewith), and (b) the Indemnitor will remain responsible to indemnify the Indemnitee as provided in this Article 11. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any action with respect to a Third Party may assume Claim shall only relieve the defense thereof at Indemnitor of its indemnification obligations under this Article 11 if and to the expense of extent the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Indemnitor is actually prejudiced thereby.

Procedure. Any The Indemnified Party seeking indemnification under may, upon reasonable notice, tender the exclusive defense of a Third Party Claim (subject to the provisions of this Article VII shall give written notice (a “Claim Notice”Section 9.04(c)) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of If (i) the basis for, defense of a Third Party Claim is so tendered and nature of, within thirty (30) days thereafter such claim, including tender is accepted without qualification (or reservation of rights) by the facts constituting the basis for such claim, and Indemnifying Party; or (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt the date on which written notice of such notice as a Third Party Claim has been given pursuant to whether this Section 9.04(c), the Indemnifying Party will assume shall acknowledge in writing to the Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE IX; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim as herein provided. The Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party has not lost its right, defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party (which shall not be unreasonably withheld unless such settlement does not fulfill the conditions set forth in the following sentence and which shall be deemed automatically given if a response has not been received within the thirty (30) day period following receipt of the proposed settlement by the Indemnified Party), to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and or settlement of the Third Party Claim (the “Non-Control Party”) shall be required by an Indemnifying Party or Indemnified Party controlling the litigation to (and no such party shall) (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Non-Control Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE IX shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE IX, or if, in accordance with the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least twenty (20) days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 9.04(c), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of such Third Party Claim and shall otherwise cooperate with and assist the defending party in the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified The Party seeking indemnification under this Article VII shall give written notice 9 (a the “Claim NoticeIndemnified Party”) to will notify the Indemnifying Party. The Claim Notice shall include other Party in writing promptly upon becoming aware of a description in reasonable detail claim for which indemnification is sought hereunder (including any governmental investigation)and provide the indemnifying Party with a copy of (i) the basis forany complaint, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses summons or other written or verbal notice that have been or reasonably will be sustained by the Indemnified Party receives in connection with any such claim. In An Indemnified Party’s failure to deliver prompt notice will relieve the event indemnifying Party of any claim, demand, action or proceeding asserted against any liability to the Indemnified Party by a third party with respect under this Article 9 only to which the extent such Indemnified delay is prejudicial to the indemnifying Party’s ability to defend such claim. Provided that the indemnifying Party may claim indemnification under Section 7.1 (a “Third Party Claim”)is not contesting the indemnity obligation, the Indemnified Party shall give will permit the Indemnifying indemnifying Party written notice within ten Business Days of receiving written notice to control any litigation relating to such claim and the disposition of such Third claim by negotiated settlement or otherwise and any failure to contest in writing prior to assuming control will be deemed to be an admission of the obligation to indemnify. The indemnifying Party Claim. If will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party Party’s prior written consent which will not be obligated to indemnify the Indemnified Party withheld, delayed or conditioned unreasonably; provided, that such consent will not be required with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes involving only the payment of monetary damages awards for which shall the indemnifying Party will be paid by the Indemnifying Party and includes a release of fully-responsible, or with respect to any settlement that unconditionally releases the Indemnified Party from all Liability in respect of such Third Party Claimliability. If requested by the Indemnifying Party, the The Indemnified Party willwill reasonably cooperate with the indemnifying Party in its defense of any claim for which indemnity is sought under this Agreement, at the indemnifying Party’s request and reasonable cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claimexpense. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the The Indemnified Party may assume participate in the defense thereof action with its own counsel at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)its own expense.

Procedure. Any Indemnified In the event that either Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail becomes aware of (i) actual infringement of a Product Trademark in the basis forTerritory; (ii) a xxxx or name confusingly similar to a Product Trademark in the Territory; or (iii) any unfair trade practices, trade dress imitation, passing off, or like offenses, in the Territory that relate to the Product Trademarks, such Party shall promptly so notify the other Party in writing. The Responsible Trademark Party shall have the right, but not the obligation, at its sole cost and expense, to initiate, prosecute, and nature ofcontrol an infringement action or file any other appropriate action or claim related to such infringement of the Product Trademark against any Third Party. If the Responsible Trademark Party fails to bring any such infringement action within a period of [****] after delivery of the notice set forth above, then the other Party shall have the right, but not the obligation, at its sole cost and expense, to initiate, prosecute, and control an infringement action or file any other appropriate action or claim related to such claiminfringement of the Product Trademark against any Third Party. In either event, including the facts constituting Party not bringing any such action (i) shall have the basis for right (at its own expense) to participate in such claimaction and to be represented by counsel of its own choice, and (ii) agrees, at the estimated amount request and expense of Indemnifiable Losses that have been or reasonably will the Party bringing such action, to be sustained joined as a Party to the suit and to provide reasonable assistance in any such action. The Party controlling such action shall take all reasonable and appropriate steps to protect, defend, and maintain the Product Trademarks for use by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party Parties and shall have the right to participate in control settlement of such defense and action; provided, however, that no settlement shall be entered into without the written consent of the other Party, not to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only . *Certain information on this page has been omitted and filed separately with the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in commission. Confidential treatment has been requested with respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)omitted portions.

Procedure. Any Indemnified The Party seeking intending to claim indemnification under this Article VII shall give written notice IX (a an “Claim NoticeIndemnified Party”) to shall promptly notify the other party (the “Indemnifying Party. The ”) of any Claim Notice shall include a description in reasonable detail respect of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by which the Indemnified Party in connection with intends to claim such claim. In indemnification, and the event of any claimIndemnifying Party shall assume the defense thereof using defense counsel reasonably acceptable to the Indemnified Party; provided, demandhowever, action or proceeding asserted against any Indemnified that if the Indemnifying Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)assumes the defense, the Indemnified Party shall give have the right to employ counsel separate from counsel employed by the Indemnifying Party written notice within ten Business Days of receiving written notice in any such action and to participate in the defense thereof, but the fees and expenses of such Third Party Claim. If counsel employed by the Indemnified Party fails shall be at the sole cost and expense of the Indemnified Party unless the named parties to provide each such notice within such time periodany action or proceeding include both the Indemnifying Party and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. (Notwithstanding the foregoing, no delay or deficiency on the part of the Indemnified Party in so notifying the Indemnifying Party will not be obligated relieve the Indemnifying Party of any liability or obligation under this Agreement except to indemnify the extent the Indemnifying Party has suffered actual prejudice directly caused by the delay or other deficiency.) If the Indemnifying Party shall fail to assume the defense of and reasonably defend such Claim, the Indemnified Party with respect shall have the right to retain or assume control of such Third Party Claim to the extent that defense and the Indemnifying Party is prejudiced shall pay (as incurred and on demand) the fees and expenses of counsel retained by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in settle such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) Claim; provided, that the Indemnifying Party shall not agree to any compromise or settlement to which obtain the Indemnified Party has not consented to in writing prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Claim unless such settlement (a) there is no finding or compromise includes only admission of any violation of law or any violation of the payment rights of any Person by an Indemnified Party, no requirement that the Indemnified Party admit negligence, fault or culpability, no requirement that the Indemnified Party take (or refrain from taking) any action and no adverse effect on any other claims that may be made by or against the Indemnified Party and (b) the sole relief provided is monetary damages which that are paid in full by the Indemnifying Party. Regardless of who controls the defense, the other Party shall reasonably cooperate in the defense as may be paid by requested. Without limitation, the Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and includes a release of its legal representatives in the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost investigation and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party any Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted a claim by a Third Party against any Indemnified Party by a third party with respect Person entitled to which such Indemnified Party may claim indemnification under Section 7.1 this Agreement (a in such capacity, the “Third Party ClaimIndemnified Party”), the Indemnified Party shall promptly notify the other Party (or the Foundation) (in such capacity, the “Indemnifying Party”) in writing of the claim (it being understood that the failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in this Section 17.3 shall not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such Third Party Claimfailure to give prompt notice). If the Indemnified Party fails to provide each Within [**] days after delivery of such notice within such time periodnotification, the Indemnifying Party will may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. If the Indemnifying Party does not be obligated to indemnify undertake such defense, the Indemnified Party shall control such defense. The Party (or the Foundation, as applicable) not controlling such defense shall cooperate with the other Party (or the Foundation, as applicable) and may, at its option and expense, participate in such defense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such Third Party Claim to the extent that action, suit, proceeding or claim, the Indemnifying Party is prejudiced by shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith. The Party (or the Foundation, if applicable) controlling such failure defense shall keep the other Party (or the Foundation, as applicable) advised of the Indemnified Partystatus of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party (or the Foundation, as applicable) with respect thereto. The Indemnifying Party shall notify not be liable for any litigation costs or expenses incurred by the Indemnified Party within thirty (30) days after receipt of such notice as to whether without the Indemnifying Party will assume the defense of such Third Party ClaimParty’s written consent. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have not settle any such action, suit, proceeding or claim without the right to participate in such defense and to engage separate counsel prior written consent of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to Party, which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only conditioned. Without the payment prior written consent of monetary damages which shall be paid by the Indemnified Party, the Indemnifying Party shall not settle any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any (i) Each Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice Party promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought and shall include a description in reasonable detail permit the Indemnifying Party to assume the defense of (i) any such claim and any litigation resulting therefrom, provided that counsel for the basis for, and nature of, Indemnifying Party who conducts the defense of such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been claim or reasonably will any litigation resulting therefrom shall be sustained approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in connection with such claim. In defense at such party’s expense, and provided further that the event failure of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party give notice as provided herein shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its obligations under this Section 7 unless and only to the extent that the Indemnifying Party is materially prejudiced by such failure of thereby. Notwithstanding the Indemnified Party. The Indemnifying Party shall notify foregoing sentence, the Indemnified Party within thirty (30) days after receipt may retain its own counsel to conduct the defense of any such notice as claim or litigation, and shall be entitled to whether be reimbursed by the Indemnifying Party will for expenses incurred by the Indemnified Party in defense of such claim or litigation, in the event that the Indemnifying Party does not assume the defense of such Third Party Claim. If claim or litigation within 60 days after the Indemnifying Party assume the defense, (x) receives notice thereof from the Indemnified Party. Further, any Indemnifying Party shall have the right to participate be liable for amounts paid in settlement of any such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) claim or obligation only if the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to consents in writing to such settlement (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim). If requested by the 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 that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party will, at of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the cost and expense of the Indemnifying Party, provide reasonable cooperation to the claim in question as an Indemnifying Party may reasonably request in defending such Third Party Claim. If the Indemnifying Party elects not to assume writing and as shall be reasonably required in connection with the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)claim and litigation resulting therefrom.

Procedure. Any Indemnified If a Party seeking seeks indemnification under this Article VII VI, such Party (the “Indemnified Party”) shall give written notice to the other Party(ies) (a the “Claim NoticeIndemnifying Party”) promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its Liabilities hereunder except to the extent such failure shall have materially prejudiced the Indemnifying Party. The Claim Notice In that regard, if any action, lawsuit, proceeding, investigation or other claim shall include a description in reasonable detail of (i) the basis forbe brought or asserted by any third party that, and nature ofif adversely determined, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by would entitle the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)indemnity pursuant to this Article VI, the Indemnified Party shall give notify promptly the Indemnifying Party written notice within ten Business Days of receiving written notice the same in writing, specifying in reasonable detail the basis of such Third claim, and the Indemnifying Party Claim. If shall be entitled to control the defense of such action, lawsuit, proceeding, investigation or other claim giving 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 a reputable counsel reasonably acceptable to the Indemnified Party; provided that, in the event that the Indemnifying Party fails elects to provide each control such notice within defense, such time periodIndemnifying Party shall be deemed to have agreed to be fully responsible (with no reservation of rights) for all Losses relating to such claim. Notwithstanding any provision contained herein to the contrary, the Indemnifying Party will shall not be obligated have the right to indemnify assume control of such defense and shall pay the reasonable fees and expenses of counsel retained by the Indemnified Party, if (i) the claim over which the Indemnifying Party seeks to assume control (A) seeks non-monetary relief, (B) involves criminal or quasi-criminal allegations, (C) involves a claim to which the Indemnified Party with respect to such Third Party Claim to reasonably believes an adverse determination would have a material and adverse effect on the extent Indemnified Party’s reputation or future business prospects or (D) involves a claim that the Indemnifying Party failed or is prejudiced by such failure failing to vigorously prosecute or defend or (ii) the Indemnifying Party is not able to demonstrate to the satisfaction of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt , in its sole discretion, that it has assets sufficient to satisfy all Losses relating to such claim and such fees and expenses of its counsel to defend such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claimclaim. If the Indemnifying Party assume exercises the defenseright to control the defense of any third-party claim as provided above, (x) then the Indemnified Party shall have the right to employ its own counsel in any such action and to participate in such the defense and to engage separate counsel of its own choosing thereof at its own cost expense, unless the Indemnifying Party has specifically authorized the employment of such counsel in writing, in which case the fees and expense and (y) expenses of such counsel shall be borne by the Indemnifying Party. Similarly, if the Indemnified Party controls the defense of any such claim, then the Indemnifying Party shall not agree have the right to employ its own counsel in any compromise such action and to participate in the defense thereof at its own expense. If the Indemnified Party determines in its reasonable discretion that there exists or settlement is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldreasonably determines counsel is required, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to control the defense of any third-party claim as provided above, provided then the Indemnified Party shall cooperate with the Indemnifying Party in such defense. Similarly, in the event that the Indemnified Party shall not agree to is, directly or indirectly, controlling the defense of any compromise or settlement to which such claim, then the Indemnifying Party has not consented shall cooperate with the Indemnified Party in writing (which such defense. The Indemnifying Party shall obtain the prior written consent shall not be unreasonably withheld, conditioned of the Indemnified Party before entering into any settlement of a claim or delayed)ceasing to defend such claim.

Procedure. Any Indemnified In the event of a claim by a Third Party seeking against any Person entitled to indemnification under this Article VII shall give written notice Agreement, the Party claiming indemnification (a in such capacity, the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (in such capacity, the “Indemnifying Party. The Claim Notice shall include a description ”) in reasonable detail writing of the claim (i) it being understood that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in connection this Section 13.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within *** after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with such counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. In If the event of any claim, demand, action or proceeding asserted against any Indemnified Indemnifying Party by a third party with respect to which does not undertake such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)defense, the Indemnified Party shall give control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, participate in such defense with counsel of its choice; provided, that, if the Indemnifying Party written notice within ten Business Days of receiving written notice assumes control of such Third Party Claim. If defense and the Indemnified Party fails in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party (or the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to provide each such notice within action, suit, proceeding or claim, the Indemnified Party’s counsels may fully participate in such time perioddefense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to the indemnified Persons solely in connection therewith. The Party controlling such defense 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. Except if the Indemnifying Party did not undertake defense of the claim or if the Indemnifying Party and the Indemnified Party (or the relevant MacroGenics Indemnitee or Servier Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel, as provided above, the Indemnifying Party will shall not be obligated to indemnify liable for any litigation costs or expenses incurred by the Indemnified Party with respect to such Third Party Claim to the extent that without the Indemnifying Party’s written consent. The Indemnified Party is prejudiced by shall not settle any such failure action, suit, proceeding or claim without the prior written consent of the Indemnified Indemnifying Party, which shall *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall notify not settle, without the prior written consent of the Indemnified Party within thirty (30) days after receipt of Party, any such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defenseaction, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree suit, proceeding or claim, or consent to any compromise or settlement to which the Indemnified Party has judgment in respect thereof, that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking (a) The person intending to claim indemnification under this Article VII shall give written notice Section 7 (a an “Claim NoticeIndemnified Party”) to shall promptly notify the other party (the “Indemnifying Party. The ”) of any Claim Notice shall include a description in reasonable detail respect of (i) which the basis forIndemnified Party intends to claim such indemnification, and nature of, such claim, including the facts constituting a reasonable explanation of the basis for such claim, the Claim and (ii) the estimated amount of Indemnifiable alleged Losses that have been to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or reasonably will be sustained by deficiency on the part of the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, so notifying the Indemnifying Party will not be obligated to indemnify relieve the Indemnified Indemnifying Party with respect to such Third Party Claim of any liability or obligation under this Agreement except to the extent that the Indemnifying Party is prejudiced has suffered actual prejudice directly caused by such failure of the Indemnified Party. delay or other deficiency.) The Indemnifying Party shall notify assume the Indemnified Party within thirty (30) days after receipt of defense thereof whether or not such notice as to whether Claim is rightfully brought; provided, however, that if the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume assumes the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage employ counsel separate from counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid employed by the Indemnifying Party in any such action and includes a release to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, shall be at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to Indemnified Party unless the Indemnifying Party in defending consents to the retention of such Third Party Claim. If counsel or unless the named parties to any action or proceeding include both the Indemnifying Party elects not and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to assume the defense of and reasonably defend such Third Party Claim, the Indemnified Party may shall have the right to retain or assume the control of such defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which and the Indemnifying Party has not consented in writing shall pay (which consent shall not be unreasonably withheld, conditioned or delayed)as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party.

Procedure. Any Each Party will notify the other Party in writing in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 11 (Indemnification), such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnified Party will cooperate fully with the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with defense of such claimmatter. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)proceeding, the Indemnified Party shall give will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If and the Indemnified Party fails will have agreed to provide each the retention of such notice within counsel or (b) the named parties to any such time period, proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses will be reimbursed as they are incurred. The Indemnifying Party will not be obligated liable for any settlement of any proceeding effected without its written consent, but, if settled with such consent or if there is a final judgment for the plaintiff, then the Indemnifying Party agrees to indemnify the Indemnified Party with respect to from and against any Liability by reason of such Third Party Claim to the extent that the settlement or judgment. The Indemnifying Party is prejudiced by such failure will not, without the written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt , effect any settlement of such notice as to whether the Indemnifying Party will assume the defense any pending or threatened proceeding in respect of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)proceeding.

Procedure. Any Indemnified AOL Indemnitee or IMGIS Indemnitee shall notify IMGIS or AOL, as the case may be (the "Indemnifying Party"), promptly in writing of an indemnifiable claim or cause of action under Section 5.1 or Section 5.2 above upon receiving notice or being informed of the existence thereof; provided, however, that failure to notify the Indemnifying Party seeking of an indemnifiable claim or cause of action shall not relieve the Indemnifying Party of its obligation to provide indemnification under this Article VII shall give written notice (a “Claim Notice”) hereunder, except to the extent that such failure prejudices the Indemnifying Party's ability to defend or settle such claim or cause of action. The Claim Notice Indemnifying Party shall include a description in reasonable detail of (i) the basis forassume, at its cost and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)expense, the Indemnified Party shall give sole defense of such claim or cause of action through counsel selected by the Indemnifying Party written notice within ten Business Days and reasonably acceptable to the other Party, except that in the case of receiving written notice a conflict of such Third interest between the Indemnifying Party Claim. If and the Indemnified Party fails to provide each such notice within such time periodother Party, the Indemnifying Party will not be obligated to indemnify shall, at its cost and expense, provide separate counsel for the Indemnified other Party with respect to such Third Party Claim to selected by the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified other Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt maintain control of such notice defense, including any decision as to whether settlement; provided that, in the event that the Indemnifying Party will assume the defense does not maintain control of such Third defense on a timely basis, then, without prejudice to any other rights and remedies available to the other Party Claim. If under this Agreement, the Indemnifying other Party assume the defense, (x) the Indemnified Party shall have the right to participate in may take over such defense and to engage separate with counsel of its own choosing choosing, at the Indemnifying Party's cost and expense. The other Party may, at its own cost option and expense expense, participate in the Indemnifying Party's defense, and (y) if the other Party so participates, the Parties shall cooperate with one another in such defense. The Indemnifying Party shall not agree to bear the total costs of any compromise court award or any settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned of such claim or delayed) unless such settlement or compromise includes only the payment cause of monetary damages which shall be paid action approved by the Indemnifying Party and includes a release of all other costs, fees and expenses related to the Indemnified resolution thereof (including reasonable attorneys' fees, except for attorneys' fees for which the other Party from all Liability is responsible in respect of such Third the event that the other Party Claim. If requested by participates in the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the 's defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense claim or cause of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayedaction).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of that any third party claim, demand, action or proceeding asserted suit is instituted against any Indemnified Party by a third party with an Indemnitee in respect of which indemnity may be sought pursuant to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)10.1, the Indemnified Party shall give Indemnitee will promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If in writing (provided that the Indemnified Party fails failure to provide each give such notice within such time period, the Indemnifying Party promptly will not be obligated to indemnify prejudice the Indemnified Party with respect to such Third Party Claim rights of an Indemnitee, except † DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION to the extent that the failure to give such prompt notice materially adversely affects the ability of the Indemnifying Party is prejudiced by to defend the claim, action or suit). Promptly after the Indemnitee gives such failure of written notice, the Indemnified PartyIndemnifying Party and the Indemnitee shall meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume control the defense of such Third Party Claimclaim, action or suit. If the Indemnifying Party assume the defense, (x) the Indemnified Party The Indemnitee shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claimclaim, the Indemnified Party may assume the defense thereof action or suit, at the expense of the Indemnifying Party. In any such proceeding, provided that the Indemnified Indemnitee shall also have the right to retain its own counsel at its own expense. The Indemnifying Party shall not agree be liable for damages with respect to any a claim, action or suit settled or compromised by the Indemnitee without the Indemnifying Party’s prior written consent. No offer of settlement, settlement or compromise or settlement to which by the Indemnifying Party has not consented in writing shall be binding on an Indemnitee without the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement fully releases the Indemnitee without any liability, loss, cost or obligation to such Indemnitee, provided, however, that the Indemnifying Party shall have no authority to take any action as part of any such defense or settlement that invalidates or otherwise compromises or renders unenforceable any of the Indemnitees’ Intellectual Property Rights without the Indemnitees’ express prior written consent.

Procedure. Any Indemnified Party seeking (a) The person intending to claim indemnification under this Article VII shall give written notice Section 10 (a an “Claim NoticeIndemnified Party”) to shall promptly notify the other party (the “Indemnifying Party. The ”) of any Claim Notice shall include a description in reasonable detail respect of (i) which the basis forIndemnified Party intends to claim such indemnification, and nature of, such claim, including the facts constituting a reasonable explanation of the basis for such claim, the Claim and (ii) the estimated amount of Indemnifiable alleged Losses that have been to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or reasonably will be sustained by deficiency on the part of the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, so notifying the Indemnifying Party will not be obligated to indemnify relieve the Indemnified Indemnifying Party with respect to such Third Party Claim of any liability or obligation under this Agreement except to the extent that the Indemnifying Party is prejudiced has suffered actual prejudice directly caused by such failure of the Indemnified Party. delay or other deficiency.) The Indemnifying Party shall notify assume the Indemnified Party within thirty (30) days after receipt of defense thereof whether or not such notice as to whether Claim is rightfully brought; provided, however, that if the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume assumes the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage employ counsel separate from counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid employed by the Indemnifying Party in any such action and includes a release to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, shall be at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to Indemnified Party unless the Indemnifying Party in defending consents to the retention of such Third Party Claim. If counsel or unless the named parties to any action or proceeding include both the Indemnifying Party elects not and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to assume the defense of and reasonably defend such Third Party Claim, the Indemnified Party may shall have the right to retain or assume the control of such defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which and the Indemnifying Party has not consented in writing shall pay (which consent shall not be unreasonably withheld, conditioned or delayed)as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party.

Procedure. Any If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party seeking indemnification under this Article VII Party") shall give written notice (a “Claim Notice”) thereof to the Indemnifying other party (the "Indemnitor") promptly (but in no event more than ten (10) days) after it learns of the existence of such claim or proceeding. Any claim for indemnification hereunder shall be accompanied by evidence demonstrating the Indemnified Party's right or possible right to indemnification, including a copy of all supporting documents relevant thereto. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same; provided, however, that no settlement or compromise shall be effected without the consent of the Indemnified Party, which consent shall not be unreasonably withheld, and provided further that in the event the Indemnified Party does not consent to a bona fide offer of settlement made by a third party and the settlement involves only the payment of money, then the Indemnitor may, in lieu of payment of such settlement to such third party, pay such amount to the Indemnified Party. The Claim Notice After the payment to the Indemnified Party, the Indemnitor shall include a description in reasonable detail have no further liability with respect to such claim or proceeding and the Indemnified Party shall assume full responsibility to defend the same. After notice from the Indemnitor to the Indemnified Party of (i) its election to assume the basis fordefense of such claim or proceeding, and nature of, such claim, including the facts constituting Indemnitor shall not be liable to the basis Indemnified Party under this paragraph for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been any legal or reasonably will be sustained other expenses subsequently incurred by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defensethereof; provided, (x) however, that the Indemnified Party shall have the right to participate employ counsel to represent it if, in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which Indemnified Party's reasonable judgment, it is advisable for the Indemnified Party has not consented to be represented by separate counsel, and in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless that event the fees and expenses of such settlement or compromise includes only the payment of monetary damages which separate counsel shall be paid by the Indemnifying Party and includes a release Indemnified Party. The parties will fully cooperate in any such action, making available to each other books or records for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within ten (10) days after receiving notice of the claim or proceeding from the Indemnified Party from all Liability (or such shorter time specified in respect the notice as the circumstances of such Third Party Claim. If requested by the Indemnifying Partymatter may dictate), the Indemnified Party will, at the cost and expense shall be free to dispose of the Indemnifying Partymatter, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying PartyIndemnitor (but subject to the Indemnitor's right subsequently to contest through appropriate proceedings its obligation to provide indemnification), provided that in any way which the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented deems in writing (which consent shall not be unreasonably withheld, conditioned or delayed)its best interest.

Procedure. Any If a Party (the “Indemnified Party”) seeks indemnification under Section 11.1 or 11.2, the Indemnified Party seeking shall: (a) inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 11.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Article VII shall Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give written notice notice); (a “Claim Notice”b) permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party so long as (I) such claim solely involves monetary consideration and (II) the Indemnifying Party agrees (as between the Parties) to assume sole responsibility for such claim; and (c) cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Claim Notice If the Indemnifying Party does not assume control of such defense within fifteen (15) days after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall include a description in reasonable detail of (i) control such defense and, without limiting the basis forIndemnifying Party’s indemnification obligations, and nature of, such claimthe Indemnifying Party shall reimburse the Indemnified Party for all costs, including the facts constituting the basis for such claimreasonable attorney fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party defending itself within thirty (30) days after receipt of any invoice therefor from the Indemnified Party. The Party not controlling such notice as to whether defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnifying other Party will assume advised of the status of such action, suit, proceeding or claim and the defense of such Third thereof and shall consider recommendations made by the other Party Claimwith respect thereto. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have not agree to any settlement of such action, suit, proceeding or claim without the right to participate in such defense and to engage separate counsel prior written consent of its own choosing at its own cost and expense and (y) the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any The Indemnified Party seeking indemnification under may, upon reasonable notice, tender the exclusive defense of a Third Party Claim (subject to the provisions of this Article VII shall give written notice (a “Claim Notice”Section 11.04(b)) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of If (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount defense of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party so tendered and within thirty (30) days thereafter such tender is accepted without qualification (or reservation of rights) by the Indemnifying Party; or (ii) within 30 days after receipt the date on which written notice of such notice as a Third Party Claim has been given pursuant to whether this Section 11.04(b), the Indemnifying Party will assume shall acknowledge in writing to the Indemnified Party and without qualification (or reservation of rights) its indemnification obligations as provided in this ARTICLE XI; then, except as hereinafter provided, the Indemnified Party shall not, and the Indemnifying Party shall, have the right to contest, defend, litigate or settle such Third Party Claim. The Indemnified Party shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the Indemnifying Party provided that the Indemnified Party shall be entitled to reimbursement therefor if the Indemnifying Party shall lose its right to contest, defend, litigate and settle the Third Party Claim as herein provided. The Indemnifying Party shall lose its right to defend and settle the Third Party Claim if it shall fail to diligently contest, defend, litigate and settle the Third Party Claim as provided herein. So long as the Indemnifying Party has not lost its right to defend, litigate and settle and/or obligation to contest, defend, litigate and settle as herein provided, the Indemnifying Party shall have the exclusive right to contest, defend and litigate the Third Party Claim and shall have the right, upon receiving the prior written approval of the Indemnified Party (which shall not be unreasonably withheld unless such settlement does not fulfill the conditions set forth in the following sentence and which shall be deemed automatically given if a response has not been received within the 30 day period following receipt of the proposed settlement by the Indemnified Party), to settle any such matter, either before or after the initiation of litigation, at such time and upon such terms as it deems fair and reasonable. Notwithstanding anything to the contrary herein contained, in connection with any settlement negotiated by an Indemnifying Party, no Indemnified Party or Indemnifying Party (as the case may be) that is not controlling the defense and or settlement of the Third Party Claim (the “Non-Control Party”) shall be required by an Indemnifying Party or Indemnified Party controlling the litigation to (and no such party shall) (x) enter into any settlement that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Non-Control Party of a release from all liability in respect of such claim or litigation, (y) enter into any settlement that attributes by its terms liability to the Non-Control Party or which may otherwise have an adverse effect on the Indemnified Party’s business, or (z) consent to the entry of any judgment that does not include as a term thereof a full dismissal of the litigation or proceeding with prejudice. All expenses (including attorneys’ fees) incurred by the Indemnifying Party in connection with the foregoing shall be paid by the Indemnifying Party. No failure by an Indemnifying Party to acknowledge in writing its indemnification obligations under this ARTICLE XI shall relieve it of such obligations to the extent they exist. If an Indemnified Party is entitled to indemnification against a Third Party Claim, and the Indemnifying Party fails to accept a tender of, or assume, the defense of a Third Party Claim pursuant to this ARTICLE XI, or if, in accordance with the foregoing, the Indemnifying Party does not have the right or shall lose its right to contest, defend, litigate and settle such a Third Party Claim, the Indemnified Party shall have the right, without prejudice to its right of indemnification hereunder, in its discretion exercised in good faith and upon the advice of counsel, to contest, defend and litigate such Third Party Claim, and may settle such Third Party Claim, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 20 days prior to any such settlement, written notice of its intention to settle is given to the Indemnifying Party. If, pursuant to this Section 11.04(b), the Indemnified Party so contests, defends, litigates or settles a Third Party Claim, for which it is entitled to indemnification hereunder as provided herein, the Indemnified Party shall be reimbursed by the Indemnifying Party for the reasonable attorneys’ fees and other expenses of defending, contesting, litigating and/or settling the Third Party Claim which are incurred from time to time, forthwith following the presentation to the Indemnifying Party of itemized bills for said attorneys’ fees and other expenses. The Indemnified Party or the Indemnifying Party, as the case may be, shall furnish such information in reasonable detail as it may have with respect to a Third Party Claim (including copies of any summons, complaint or other pleading which may have been served on such party and any written claim, demand, invoice, billing or other document evidencing or asserting the same) to the other party if such other party is assuming defense of such claim, and make available all records and other similar materials which are reasonably required in the defense of such Third Party Claim and shall otherwise cooperate with and assist the defending party in the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified This Section 10.3 describes the procedure for indemnification of Losses for the Third-Party claims. With respect to Losses relating to the claim of a Party hereto, the procedures provided in Article 10 shall govern. The Party seeking indemnification for third party claims under this Article VII shall give written notice Sections 10.1 or 10.2 (a the “Claim NoticeIndemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of all matters which may give rise to the right to indemnification hereunder; provided, however, that failure to promptly give the notice provided in this Section 10.3 shall not be a defense to the liability of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis Party for such claim, and (ii) but the estimated amount of Indemnifiable Indemnifying Party may recover any actual Losses that have been or reasonably will be sustained by arising from the Indemnified Party in connection with Party’s failure to give such claimprompt notice. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the The Indemnified Party shall give not admit any liability with respect to, or settle, compromise or discharge any such matter covered by this Article 10 without the Indemnifying Party Party’s prior written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will consent (which shall not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyunreasonably withheld). The Indemnifying Party shall notify have the right, with the consent of the Indemnified Party within thirty (30) days after receipt which shall not be unreasonably withheld), to settle all indemnifiable matters under this Article 10 related to claims by Third Parties. In connection with any claim giving rise to indemnity under this Article 10 resulting from or arising out of such notice as to whether any claim or legal proceeding by a Person other than the Indemnified Party, the Indemnifying Party will at its sole cost and expense may, upon written notice to the Indemnified Party and an acknowledgement of its indemnity obligations hereunder, assume the defense of any such Third Party Claimclaim or legal proceeding. If the Indemnifying Party assume assumes the defensedefense of any such claim or legal proceeding, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree select counsel reasonably acceptable to any compromise or settlement to which the Indemnified Party has to conduct the defense of such claims or legal proceedings and, at the Indemnifying Party’s sole cost and expense (which costs and expenses shall not consented be applied against any indemnity limitation herein), shall take all steps necessary in the defense or settlement thereof. The Indemnified Party shall be entitled to participate in writing (but not control) the defense of any such action, with its own counsel and at its own expense, and shall be entitled to any and all information and documentation relating thereto. If the Indemnifying Party does not assume (or continue to diligently and competently prosecute) the defense of any such claim or litigation resulting therefrom in accordance with the terms hereof, the Indemnified Party may, at the Indemnifying Party’s expense, defend against such claim or litigation in such manner as it may deem appropriate, but may not settle such claim or litigation without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by . The Indemnified Party will cooperate reasonably with the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of its efforts to conduct or resolve such Third Party Claim. If requested matters, including by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation making available to the Indemnifying Party in defending such Third relevant documents and witnesses. The Indemnified Party Claim. If and the Indemnifying Party elects not to assume shall keep each other informed of all settlement negotiations with Third Parties and of the defense progress of such any litigation with Third Party Claim, the Parties. The Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which and the Indemnifying Party has not consented shall permit each other reasonable access to books and records and shall otherwise cooperate with all reasonable requests of each other in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with any indemnifiable matter resulting from a claim by a Third Party.

Procedure. Any Each Party shall notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Section 11. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 11, such Party (the “Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeParty”) to shall provide the other Party (the “Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i”) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving prompt written notice of such Third proceeding (the “Indemnification Claim Notice”). Promptly after the Indemnifying Party Claim. If receives the Indemnified Party fails to provide each such notice within such time periodIndemnification Claim Notice, the Indemnifying Party will not be obligated to indemnify the and Indemnified Party with respect shall meet to discuss how to respond to any claims that are the subject matter of such Third Party Claim to the extent that proceeding. At its option, the Indemnifying Party is prejudiced may assume the defense of any Third Party claim subject to indemnification as provided for in this Section 11.3 by such failure of the Indemnified Party. The Indemnifying Party shall notify giving written notice to the Indemnified Party within thirty (30) days (or until such time provided in any applicable extension to appropriately answer any complaint, if any, but no longer than seventy (70) days, provided that the Indemnified Party makes all reasonable efforts to obtain any such extension) after the Indemnifying Party’s receipt of an Indemnification Claim Notice, provided that (a) the claim solely seeks monetary damages and (b) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the claim in full (the matters described in (a) and (b), the “Litigation Conditions”). The Indemnifying Party may, at any time, assume all such notice defense if the Litigation Conditions are not satisfied at any time. Upon assuming the defense of a Third Party claim in accordance with this Section 11.3, the Indemnifying Party shall be entitled to appoint lead counsel in the defense of the Third Party claim. Should the Indemnifying Party assume and continue the defense of a Third Party claim, except as to whether otherwise set forth in this Section 11.3, the Indemnifying Party will assume not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party claim. Without limiting this Section 11.3, any Indemnified Party will be entitled to participate in, but not control, the defense of such a Third Party Claim. If claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party assume the defensein writing, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (yii) the Indemnifying Party shall not agree has failed to assume and actively further the defense and employ counsel in accordance with this Section 11.3 (in which case the Indemnified Party will control the defense) or (iii) the Indemnifying Party no longer satisfies the Litigation Conditions. With respect to any compromise Liability relating solely to the payment of money damages in connection with a Third Party claim that will not result in the Indemnified Party’s becoming subject to injunctive or settlement other relief or otherwise adversely affect the business of the Indemnified Party in any manner, and as to which the Indemnifying Party will have acknowledged in writing the obligation to indemnify the Indemnified Party has not consented hereunder, and subject to in writing (which consent shall not be unreasonably withheldthe Litigation Conditions being satisfied, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party will have the sole right to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability, on such terms as the Indemnifying Party, in its reasonable discretion, will deem appropriate (provided that such terms shall include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto), and will transfer to the Indemnified Party willall amounts which said Indemnified Party will be liable to pay prior to the time of the entry of judgment. With respect to all other Liabilities in connection with Third Party claims, where the Indemnifying Party has assumed the defense of the Third Party claim in accordance with this Section 11.3, the Indemnifying Party will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Liability provided that it obtains the prior written consent of the Indemnified Party (which consent will be at the cost and expense Indemnified Party’s reasonable discretion). The Indemnifying Party that has assumed the defense of the Third Party claim in accordance with this Section 11.3 will not be liable for any settlement or other disposition of a Liability by an Indemnified Party (but in no event to include any court judgment or judicial or administrative order or disposition) that is reached without the written consent of such Indemnifying Party. No Indemnified Party will admit any liability with respect to, provide reasonable cooperation or settle, compromise or discharge, any Third Party claim without first offering to the Indemnifying Party in defending such the opportunity to assume the defense of the Third Party Claimclaim in accordance with this Section 11.3. If the Indemnifying Party elects not chooses to assume the defense of such defend or prosecute any Third Party Claimclaim, the Indemnified Party may assume will cooperate in the defense or prosecution thereof at the expense of and will furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection with such Third Party claim. Such cooperation will include access during normal business hours afforded to the Indemnifying PartyParty to, provided that and reasonable retention by the Indemnified Party shall not agree of, records and information that are reasonably relevant to such Third Party claim, and making employees and agents available on a mutually convenient basis to provide additional information and explanation of any compromise or settlement to which material provided hereunder, and the Indemnifying Party has not consented will reimburse the Indemnified Party for all its reasonable out-of-pocket expenses incurred in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with such cooperation.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claimthat, demandfrom and after the Closing Date, action or proceeding asserted against any Indemnified Party by a third party with respect to which such asserts any claim against any Company Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the or any Investor Indemnified Party with respect to such Third Party Claim any matter to which the foregoing indemnities apply, the party against whom the claim is asserted (the "Indemnified Party") shall give prompt written notice to the extent that indemnifying party (the "Indemnifying Party"), and the Indemnifying Party is prejudiced shall have the right, at its election, to take over the defense or settlement of such claim at its own expense by such failure of giving prompt written notice to the Indemnified Party. The ; provided, however, that, if the Indemnifying Party shall notify does not give such notice and does not proceed diligently to defend the Indemnified Party claim within thirty (30) 30 days after receipt of such notice as to whether of the claim, the Indemnifying Party will assume shall be bound by any defense or settlement that the Indemnified Party may make as to such claim and shall reimburse the Indemnified Party for any and all losses and expenses resulting therefrom. The Indemnified Party and the Indemnifying Party shall cooperate in defending any such third party's claim, and the Indemnifying Party, to the extent the Indemnifying Party elects to defend such claim, shall have reasonable access to records, information and personnel in the possession or control of any other party hereto which are applicable to the subject matter of any claim or which are otherwise pertinent to the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) claim and the Indemnified Party shall otherwise cooperate with the Indemnifying Party in all respects in connection therewith. The Indemnifying Party shall reimburse the Indemnified Party for all of the Indemnified Party's reasonable out-of-pocket costs incurred in connection with the activities set forth in the immediately preceding sentence and in enforcing this indemnification. Each party hereto shall have an obligation to retain all relevant records until the right period ending on December 31 of the seventh full calendar year following the Closing Date unless such records relate to participate actions, claims or proceedings known to such party to be pending at the time such records are scheduled not to be retained or unless such records are required to be maintained for longer periods of time under applicable laws, rules or regulations or unless such records relate to taxes, in which case each party hereto shall have an obligation to retain such defense and to engage separate counsel records for the term of its own choosing at its own cost and expense and (y) the applicable statute of limitations, as the same may be extended or tolled. Notwithstanding the foregoing, the Indemnifying Party shall not agree to settle or compromise any compromise or settlement to which such claim without the prior written consent of the Indemnified Party has Party, (such consent not consented to in writing (which consent shall not be unreasonably withheld) unless, conditioned or delayed) unless after consultation between such parties, the terms of such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the such Indemnified Party from any and all Liability liability with respect to such claim and do not in respect any manner adversely affect the future operations or activities of such Third Party Claim. If requested by the Indemnifying Indemnified Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking (a) The person intending to claim indemnification under this Article VII shall give written notice Section 10 (a an “Claim NoticeIndemnified Party”) to shall promptly notify the other party (the “Indemnifying Party. The ”) of any Claim Notice shall include a description in reasonable detail respect of (i) which the basis forIndemnified Party intends to claim such indemnification, and nature of, such claim, including the facts constituting a reasonable explanation of the basis for such claim, the Claim and (ii) the estimated amount of Indemnifiable alleged Losses that have been to the extent of the facts then known by the Indemnified Party. (Notwithstanding the foregoing, no delay or reasonably will be sustained by deficiency on the part of the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, so notifying the Indemnifying Party will not be obligated to indemnify relieve the Indemnified Indemnifying Party with respect to such Third Party Claim of any liability or obligation under this Agreement except to the extent that the Indemnifying Party is prejudiced has suffered actual prejudice directly caused by such failure of the Indemnified Party. delay or other deficiency.) The Indemnifying Party shall notify assume the Indemnified Party within thirty (30) days after receipt of defense thereof whether or not such notice as to whether Claim is rightfully brought; provided, however, that if the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume assumes the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage employ counsel separate from counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid employed by the Indemnifying Party in any such action and includes a release to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, shall be at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to Indemnified Party unless the Indemnifying Party in defending consents to the retention of such Third Party Claim. If ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 230.406 counsel or unless the named parties to any action or proceeding include both the Indemnifying Party elects not and the Indemnified Party and a representation of both the Indemnifying Party and the Indemnified Party by the same counsel would be inappropriate due to the actual or potential differing interests between them. And provided further that, if the Indemnifying Party shall fail to assume the defense of and reasonably defend such Third Party Claim, the Indemnified Party may shall have the right to retain or assume the control of such defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which and the Indemnifying Party has not consented in writing shall pay (which consent shall not be unreasonably withheld, conditioned or delayed)as incurred and on demand) the fees and expenses of counsel retained by the Indemnified Party.

Procedure. Any Indemnified Party seeking indemnification under this Article VII VIII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 8.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten (10) Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Indemnified Party, such Indemnified Party seeking indemnification will give prompt written notice of the indemnity claim to the Indemnifying Party and provide a copy to the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of liability to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) ARTICLE 16 only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by such negotiated settlement or otherwise and any failure to contest prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt Party’s prior written consent, which will not be withheld, delayed or conditioned unreasonably, other than settlements only involving the payment of such notice as to whether monetary awards for which the Indemnifying Party will assume the defense of such Third Party Claimbe fully-responsible. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the Party’s defense of such Third Party Claimany claim for which indemnity is sought under this Agreement, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)’s sole cost and expense.

Procedure. Any Indemnified In the event of a claim by a Third Party seeking against any Person entitled to indemnification under this Article VII shall give written notice Agreement, the Party claiming indemnification (a in such capacity, the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (in such capacity, the “Indemnifying Party. The Claim Notice shall include a description ”) in reasonable detail writing of the claim (i) it being understood that the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained failure by the Indemnified Party to give prompt notice of a Third Party claim as provided in connection this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give prompt notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, undertake and solely manage and control, at its sole expense and with such counsel reasonably satisfactory to the Indemnified Party, the defense of the claim. In If the event of any claim, demand, action or proceeding asserted against any Indemnified Indemnifying Party by a third party does not undertake such defense in accordance with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)the preceding sentence, the Indemnified Party shall give control such defense. The Party not controlling such defense shall cooperate with the other Party and may, at its option and expense, participate in such defense with counsel of its choice; provided, however, that if the Indemnifying Party written notice within ten Business Days of receiving written notice assumes control of such Third Party Claim. If defense as set forth above and the Indemnified Party fails to provide each such notice within such time periodin good faith concludes, based on advice from counsel, that the Indemnifying Party will not be obligated to indemnify and the Indemnified Party (or the relevant MedImmune Indemnitee or Kolltan Indemnitee seeking indemnification) have conflicting interests with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of action, suit, proceeding or claim, the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to ’s counsel may fully participate in such defense and the Indemnifying Party shall be responsible for the reasonable fees and expenses of one counsel to engage the indemnified Persons solely in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof, shall provide the other Party copies of material documents and filings related to such action, suit, proceeding or claim and shall consider recommendations made by the other Party with respect thereto. Except if the Indemnifying Party did not undertake defense of the claim as set forth above, or if the Indemnifying Party and the Indemnified Party (or the relevant MedImmune Indemnitee or Kolltan Indemnitee seeking indemnification) have conflicting interests with respect to such action, suit, proceeding or claim and the Indemnified Party engages separate counsel of its own choosing at its own cost and expense and (y) counsel, as provided above, the Indemnifying Party shall not agree to be liable for any compromise litigation costs or settlement to which expenses incurred by the Indemnified Party has without the Indemnifying Party’s written consent. The Indemnified Party shall not consented to in writing (settle any such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the conditioned. The Indemnifying Party shall not settle, without the prior written consent of the Indemnified Party, any such action, suit, proceeding or claim, or consent to any judgment in respect thereof, that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII Gilead Indemnitee or Company Indemnitee shall give written notice notify Company or Gilead (a the “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description ”), as the case may be, promptly in reasonable detail writing of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount an indemnifiable claim or cause of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written above upon receiving notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure or being informed of the Indemnified Partyexistence thereof. The Indemnifying Party shall notify assume, at its cost and expense, the Indemnified sole defense of such claim or cause of action through counsel selected by the Indemnifying Party and reasonably acceptable to the other Party, such acceptance not to be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall maintain control of such defense, including any decision as to settlement; provided that, if the Indemnifying Party has failed to conduct such defense on a timely basis, then, without prejudice to any other rights and remedies available to other Party under this Agreement, the other Party may give written notice of such failure to the Indemnifying Party and, if the Indemnifying Party has not cured such failure within thirty sixty (3060) days after receipt of such notice as to whether notice, the other Party may take over such defense with counsel of its choosing, at the Indemnifying Party’s cost and expense. The other Party will assume the defense of such Third Party Claim. If may, at its option and expense, participate in the Indemnifying Party’s defense at the other Party’s sole expense, and if the other Party assume so participates, the Parties shall cooperate with one another in such defense, (x) the Indemnified Party . Gilead shall have the right to extend the right to participate in and control, as applicable, any such defense to its Affiliates and UTC, as Gilead in its sole discretion deems necessary to engage separate counsel of satisfy its own choosing at its own cost and expense and (y) obligations under the URC License Agreement. The Indemnifying Party shall not agree to bear the total costs of any compromise court award or settlement of such claim or cause of action and all other costs, fees and expenses related to the resolution thereof (including reasonable attorneys’ fees except for attorneys’ fees for which the Indemnified other Party has not consented to is responsible if the other Party participates in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the ’s defense of such Third Party claim or cause of action). In the event that the Parties cannot agree as to the application of Sections 7.1(a) and (b) to any Gilead Claim or Company Claim, as the Indemnified case may be, the Parties may conduct separate defenses of such claim. In such case, each Party may assume further reserves the defense thereof at right to claim indemnity from the expense other in accordance with Sections 7.1(a) and (b) upon resolution of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)such underlying claim.

Procedure. Any Indemnified Party seeking As a condition to a Party’s right to receive indemnification under this Article VII shall give written Section 9.1 or Section 9.2, it shall: (a) promptly deliver notice in writing (a “Claim Notice”) to the Indemnifying Party. The other Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant to Section 9.1 or Section 9.2 (provided that the failure to give a Claim Notice promptly shall include a description in reasonable detail not prejudice the rights of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified an indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim except to the extent that the Indemnifying Party is prejudiced by such failure to give prompt notice materially adversely affects the ability of the Indemnified indemnifying Party to defend the claim or suit); (b) cooperate with the indemnifying Party in the defense of such claim or suit, at the expense of the indemnifying Party. The Indemnifying ; and (c) if the indemnifying Party shall notify confirms in writing to the Indemnified indemnified Party its intention to defend such claim or suit within thirty (30) days [* * *] after receipt of the Claim Notice, permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that, if the indemnifying Party fails to (i) provide such confirmation in writing within such [* * *] period or (ii) after providing such confirmation, diligently and reasonably defend such suit or claim at any time, the indemnifying Party’s right to defend the claim or suit shall terminate immediately in the case of (i) and otherwise upon [* * *] written notice as by the indemnified Party to whether the Indemnifying indemnifying Party, and the indemnified Party will may assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise claim or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, suit at the cost and sole expense of the Indemnifying indemnifying Party but may not settle or compromise such claim or suit without the consent of the indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume be unreasonably withheld or delayed. In no event, however, may the defense indemnifying Party compromise or settle any claim or suit in a manner which admits fault or negligence on the part of any indemnified Party or that otherwise materially affects such indemnified Party’s rights under this Agreement or requires any payment by an indemnified Party without the prior written consent of such Third Party Claimindemnified Party. Except as expressly provided above, the Indemnified indemnifying Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree will have no liability under this ARTICLE 9 with respect to any compromise claims or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned suits settled or delayed)compromised without its prior written consent.

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) To be eligible to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)indemnified hereunder, the Indemnified indemnified Party shall give provide the Indemnifying indemnifying Party written notice within ten Business Days of receiving written with prompt notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim giving rise to the extent indemnification obligation pursuant to this Section 12.5 and, except as provided below, the exclusive ability to defend (with the reasonable cooperation of the indemnified Party) or settle any such claim; provided, however, that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying indemnifying Party shall not agree enter into any settlement that admits fault, wrongdoing or damages without the indemnified Party’s written consent, such consent not to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such . The indemnified Party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the indemnifying Party, provided that the indemnifying Party shall have no obligations with respect to any Losses resulting from the indemnified Party’s admission, settlement or compromise includes only other communication without the payment prior written consent of monetary damages which shall the indemnifying Party, such consent not to be paid unreasonably withheld, conditioned or delayed. If: (a) the indemnifying Party does not assume the defense of any such claim or legal proceeding in accordance with the terms hereof within [***]after the first to occur of its receipt of notice thereof from the indemnified Party, (b) a good faith and diligent defense is not being or ceases to be conducted by the Indemnifying Party indemnifying Party, or (c) if Grünenthal is the indemnified Party, if the claim or legal proceeding involves allegations that the Product or its manufacture, use, sale, offer for sale or importation within the Field in the Territory infringes a Patent and includes a release of for this clause (c) Grünenthal notifies MSB that it will control the Indemnified Party from all Liability in respect defense of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, Claim at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense time it provides notice of such Third Party Claim, the Indemnified indemnified Party may assume shall have the right (but not the obligation) to defend or settle (and control the defense thereof of) such claim or legal proceeding, and in such event, the indemnifying Party shall cooperate, at its own expense, with the expense indemnified Party in the defense and/or settlement of the Indemnifying Partysuch claim or legal proceeding and shall pay, as they become due, all reasonable costs, expenses and fees incurred by either Party in connection with such defense and settlement (in addition to any indemnification obligations hereunder); provided that if Grünenthal elects to control the Indemnified defense of a Third Party Claim as described in clause (c), Grünenthal shall not agree enter into any settlement that admits fault, wrongdoing or damages without MSB’s written consent, such consent not to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)delayed and Grünenthal shall use Commercially Reasonable Efforts to limit the costs, expenses and fees incurred by it in connection with such defense and settlement in a manner consistent with the defense and settlement of similar claims in which Grünenthal bears such costs, expenses and fees.

Procedure. Any Indemnified Party seeking indemnification under this Article VII The indemnified party shall give written notice (a “Claim Notice”) to promptly notify the Indemnifying Party. The Claim Notice shall include a description indemnifying party in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event writing of any claim, demand, action or proceeding asserted against any Indemnified Party by for which indemnification will be sought under Sections 11.1 or 11.2. and, if such claim, demand, action or proceeding is a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)claim, demand, action or proceeding, the Indemnified Party shall give indemnifying party will have the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails right at its expense to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claimthereof using counsel reasonably acceptable to the indemnified party. If the Indemnifying Party assume the defense, (x) the Indemnified Party The indemnified party shall have the right to participate in such defense and to engage separate counsel of its own choosing participate, at its own cost and expense and (y) the Indemnifying Party shall not agree expense, with respect to any compromise such third party claim, demand, action or settlement proceeding. In connection with any such third party claim, demand, action or proceeding, Buyer and the Sellers shall cooperate with each other and provide each other with access to which relevant books and records in their possession related to such claim. No such third party claim, demand, action or proceeding shall be settled without the Indemnified Party has not consented to in writing (prior written consent of the indemnified party, which consent shall not be unreasonably withheld. If a firm written offer is made to settle any such third party claim, conditioned demand, action or delayed) unless proceeding, which offer does not involve any injunctive or non-monetary relief against the indemnified party, and the indemnifying party proposes to accept such settlement or compromise includes only and the payment of monetary damages which indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be paid by excused from, and the Indemnifying Party and includes a release of the Indemnified Party from indemnified party shall be solely responsible for, all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the further defense of such Third Party Claimthird party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. In the event that Buyer or a Seller shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary herein, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent other party shall not be unreasonably withheldrequired to indemnify any person for any Losses that could reasonably be expected to have been avoided if Buyer or a Seller, conditioned or delayed)as the case may be, had made such efforts.

Procedure. Any Indemnified The Party seeking indemnification by the other Party under this Article VII shall give written notice Section 7 (a the “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving prompt written notice of such Third the Claim for which indemnification is sought. Failure to give notice will not diminish the indemnifying Party’s obligation under this Section if it has or receives knowledge of the existence of the Claim by any other means or if the failure does not materially prejudice its ability to defend the Claim. The indemnifying Party may select legal counsel to represent the indemnified Party (said counsel to be reasonably satisfactory to the indemnified Party) and otherwise control the defense and, subject to the other terms of this Section 7.3, resolution of the Claim. If the Indemnified indemnifying Party fails elects to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume control the defense of such Third Claim, the indemnified Party Claimmay at its option participate in the defense of any Claim with its own counsel at its own expense; provided that such indemnified Party shall not resolve the Claim without the prior written consent of the indemnifying Party. If the Indemnifying Claim is one that cannot by its nature be defended solely by the indemnifying Party, then the indemnified Party assume will make available information and assistance as the defenseindemnifying Party may reasonably request, at the indemnifying Party’s expense. The indemnifying Party may not, without the prior written consent of the indemnified Party, (xi) consent to the Indemnified Party shall have entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting any indemnified Party, or (ii) consent to the right to participate in entry of any judgment or enter into any settlement unless such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise judgment or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party provides for an unconditional and includes a full release of the Indemnified indemnified Party from all Liability and does not diminish any of such Party’s rights under these General Terms and/or the Contract or result in additional fees or charges to the indemnified Party. The indemnified Party may not make any party admissions in respect of such Third Party Claim. If requested by a Claim if the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying indemnifying Party elects not to assume control the defense of such Third Party the Claim. For avoidance of doubt, the Indemnified indemnifying Party may assume invoke any applicable statutes of limitations in conducting the defense thereof at of any such Claim. Tesla-Panasonic General Terms and Conditions Page 10 of 25 [***] Information has been omitted and filed separately with the expense of Securities and Exchange Commission. Confidential Treatment has been requested with respect to the Indemnifying Partyomitted portions. CONFIDENTIAL Confidential Treatment Requested by Tesla Motors, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).Inc.

Procedure. Any A party hereto agreeing to be responsible for or to indemnify against any matter pursuant to this Agreement is referred to herein as the “Indemnifying Party” and the other party or parties claiming indemnity is referred to as the “Indemnified Party”. An Indemnified Party seeking indemnification under this Article VII Agreement shall, with respect to claims asserted against such party by any third party, give written notice to the Indemnifying Party of any liability which might give rise to a claim for indemnity under this Agreement promptly (and in any event within ten (10) business days) upon the receipt of any written claim from any such third party, and with respect to other matters for which the Indemnified Party may seek indemnification, give prompt written notice to each Indemnifying Party of any liability or loss which might give rise to a claim for indemnity; provided, however, that any failure to give such notice on a timely basis will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are materially prejudiced. As to any claim, action, suit or proceeding by a third party, the Indemnifying Party may assume the defense of such matter, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses relating thereto. The Indemnifying Party shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the each Indemnified Party in connection with such claim. In of its assumption of the event defense of any claimaction, demand, action suit or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 within fifteen (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written 15) days of receipt of notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify from the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partymatter. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate employ its or their own counsel in any such defense matter, but the fees and to engage separate expenses of such counsel shall be the responsibility of its own choosing at its own cost and expense and such Indemnified Party unless (yi) the Indemnifying Party shall not agree have reasonably promptly employed counsel reasonably satisfactory to any compromise such Indemnified Party or settlement to which (ii) the Indemnified Party has shall have reasonably concluded that the conduct of such proceedings by the Indemnifying Party and counsel of its choosing will prejudice the rights of the Indemnified Party. The Indemnified Party shall provide such cooperation and such access to its books, records and properties as the Indemnifying Party shall reasonably request with respect to such matter; and the parties hereto agree to cooperate with each other in order to ensure the proper and adequate defense thereof. The Indemnifying Party shall not consented to in writing (make any settlement of any claim without the written consent of the Indemnified Party, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, conditioned it shall not be deemed unreasonable to withhold consent to a settlement involving consideration or delayed) unless such settlement or compromise includes only relief other than the payment of monetary damages money. After settlement and payment thereof, the Indemnifying Party shall have no right to dispute or object to the amount of the settlement or a claim for indemnification based thereon. With regard to claims of third parties for which indemnification is payable hereunder, such indemnification shall be paid by the Indemnifying Party and includes upon the earlier to occur of: (i) the entry of a release of non-appealable judgment against the Indemnified Party from all Liability in and the expiration of any applicable appeal period, or if earlier, five days prior to the date that the judgment creditor has the right to execute the judgment; (ii) the entry of a judgment or appellate decision against the Indemnified Party; (iii) a settlement of the claim; or (iv) with respect to indemnities for liabilities relating to Taxes, upon the issuance of such Third any resolution by a Taxation authority. Notwithstanding the foregoing, expenses of counsel to the Indemnified Party Claim. If requested shall be reimbursed on a current basis by the Indemnifying Party, the Indemnified Party will, at the cost and expense if such expenses are a liability of the Indemnifying Party. With regard to other claims for which indemnification is payable hereunder, provide reasonable cooperation to such indemnification shall be paid promptly by the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, upon demand by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any The party to be indemnified hereunder (the “Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeParty”) to shall promptly notify the party providing indemnification hereunder (the “Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i”) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by for which indemnification may be sought under Sections 4.1 or 4.2 of this Subscription Agreement, and, if such claim, demand, action or proceeding is a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 claim, demand, action or proceeding (a collectively, an “Third Party ClaimAction”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnified Party; provided, however any failure or delay to so notify the Indemnifying Party will not be obligated relieve it from its obligation to indemnify the any Indemnified Party with respect to such Third Party Claim Party, unless and only to the extent that such failure or delay results in the forfeiture by the Indemnifying Party of substantial rights and defenses or the Indemnifying Party is otherwise materially prejudiced by such failure of the Indemnified Partyor delay. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Any Indemnified Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party except to the extent that (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, (ii) the Indemnifying Party has failed after a reasonable period of time to assume such defense and to engage separate employ counsel or (iii) in such action there is, in the reasonable opinion of its own choosing at its own cost counsel, a material conflict on any material issue between the position of the Indemnifying Party and expense and (y) the position of such Indemnified Party, in which case the Indemnifying Party shall not agree to any compromise or settlement to which be responsible for the reasonable fees and expenses of no more than one such separate counsel for the Indemnified Party. In connection with any such third party Action, Purchasers and the Company shall cooperate with each other and provide each other with access to relevant books and records in their possession. No Indemnifying Party has not consented to in writing (shall, without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned effect any settlement, compromise or delayed) consent to the entry of judgment in any pending or threatened Action in respect of which any Indemnified Party is or could have been a party and indemnity was or could have been sought hereunder by such Indemnified Party, unless such settlement settlement, compromise or compromise consent includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the such Indemnified Party from all Liability in respect liability on claims that are the subject matter of such Third Party ClaimAction. If requested by the Indemnifying PartyFurther, the no Indemnified Party seeking indemnification hereunder will, at without the cost and expense prior written consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned settle, compromise, consent to the entry of any judgment in or delayed)otherwise seek to terminate any Action. The Indemnifying Party shall not be liable for settlement of any Action effected without its written consent.

Procedure. Any Indemnified Party party seeking indemnification under this Article VII Section 10.02 (an “Indemnified Party”) shall give written notice the party from whom indemnification is being sought (a an “Claim NoticeIndemnifying Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event notice of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to matter which such Indemnified Party may claim has determined has given or could give rise to a right of indemnification under this Agreement as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 7.1 10.02. The liability of an Indemnifying Party under this Section 10.02 with respect to Damages arising from claims of any third party which are subject to the indemnification provided for in this Section 10.02 (a “Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If Claim within twenty (20) days of the receipt by the Indemnified Party fails of such notice; provided, however, that the failure to provide each such notice within such time period, shall not release the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim from any of its obligations under this Section 10.02, except to the extent that the Indemnifying Party is materially prejudiced by such failure of the Indemnified Partyfailure. The Indemnifying Party shall notify not be liable for any expenses incurred by the Indemnified Party during the period in which the Indemnified Party failed to give such notice. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days after of the receipt of such notice as from the Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one that is of a monetary nature) that would make it inappropriate for the same counsel to whether represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party; provided further that the Indemnifying Party will assume shall not be obligated to pay the defense reasonable fees and expenses of more than one separate counsel for all Indemnified Parties, taken together (except to the extent that local counsel are necessary or advisable for the conduct of such Third Proceeding, in which case the Indemnifying Party Claimshall also pay the reasonable fees and expenses of any such local counsel). If the Indemnifying Party shall not assume the defensedefense of any Third Party Claim or litigation resulting therefrom, (x) the Indemnified Party shall have the right to participate may defend against such claim or litigation in such defense manner as it may deem appropriate; provided, however, that it shall act reasonably and to engage separate counsel of its own choosing at its own cost in good faith and expense and (y) shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (Party’s prior written consent, which consent shall not be unreasonably withheld. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, conditioned the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or delayed) unless such settlement or compromise includes only under the payment of monetary damages which shall be paid Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and includes a make available to the Indemnified Party all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all Liability liability in respect of such Third Party ClaimClaim or (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If requested No Third Party Claim which is being defended in good faith by the Indemnifying Party, Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party will, at without the cost and expense written consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnitee seeking indemnification with respect to any Indemnifiable Loss (an “Indemnified Party”) shall give notice to the party required to provide indemnity hereunder (the “Indemnifying Party”); provided, however, that failure to so notify the Indemnifying Party shall not preclude the Indemnified Party seeking from any indemnification under this Article VII shall give written notice (a “Claim Notice”) to which it may claim in accordance with Section 9.01. If any claim, demand or liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall, upon the written request of the Indemnified Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, defend actively and nature of, such claim, including the facts constituting the basis for such claim, diligently at its sole cost and (ii) the estimated amount of Indemnifiable Losses that have been expense any actions or reasonably will be sustained by proceedings brought against the Indemnified Party in connection with such claim. In respect of matters embraced by the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification indemnity under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party9.01 hereof. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in the defense of any such defense third party claim, and if in the opinion of counsel to engage separate counsel the Indemnified Party there is at any time a reasonable likelihood of its own choosing at its own cost a conflict of interest between the Indemnifying Party and expense and (y) the Indemnified Party, the Indemnifying Party shall not agree bear the reasonable costs and expenses of counsel to any compromise or settlement to which the Indemnified Party has not consented in connection with such third party claim. The Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any such third party claim or permit a default or consent to in writing (which consent shall not be unreasonably withheld, conditioned entry of any judgment unless the claimant or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by claimants and the Indemnifying Party and includes a release of provide to the Indemnified Party an unqualified release from all Liability liability in respect of the third party claim. If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend diligently the Indemnified Party, a recovery against the Indemnified Party and costs and expenses arising from defending such Third Party Claim. If requested action or proceeding suffered by it, shall be conclusive in its favor against the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other promptly in the event it becomes aware of a claim for which indemnification may be sought hereunder. In furtherance and not in limitation of the preceding sentence, in case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 11 (Indemnification and Insurance), such Party (the “Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeParty”) to shall promptly notify the other Party (the “Indemnifying Party. The Claim Notice shall include a description ”) in reasonable detail of writing within fifteen (i15) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by days after the Indemnified Party in connection with first becomes aware of such claim. In proceeding and the event of any claim, demand, action or proceeding asserted against any Indemnified Indemnifying Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the and Indemnified Party shall give promptly meet to discuss how to respond to any claims that are the Indemnifying Party written notice within ten Business Days of receiving written notice subject matter of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyproceeding. The Indemnifying Party shall notify have the Indemnified right to [*] the defense of any claim asserted by a Third Party within thirty (30) days after receipt of such notice as subject to whether the indemnification obligations hereunder. The Indemnifying Party will assume Party, upon [*] the defense of such Third claim, shall retain counsel reasonably satisfactory to the Indemnified Party Claimto conduct the defense of such claim and shall pay the fees and expenses of such counsel related to such proceeding. If The Indemnified Party agrees to cooperate fully with the Indemnifying Party assume in the defensedefense of any such claim, (x) action or proceeding, or any litigation resulting from any such claim. In any such proceeding, the Indemnified Party shall have the right to participate in [*], but the fees and expenses of such defense and to engage separate counsel shall be at the expense of its own choosing at its own cost and expense and the Indemnified Party unless (ya) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both such parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not agree 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 indemnify the Indemnified Party from and against any compromise loss or liability by reason of such settlement or judgment. The Indemnifying Party shall not, without the Portions of this Exhibit are omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act written consent of the Indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)proceeding.

Procedure. Any Indemnified A Party seeking indemnification under this Article VII 9 (“Indemnified Party”) shall give prompt written notification to the other Party (“Indemnifying Party”) of the claim for which indemnification may be sought (it being understood and agreed, however, that the failure by a Party to give notice of such claim as provided in this Section 9.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice). Within [***] after delivery of such notification, the Indemnifying Party may, upon written notice (a “Claim Notice”) thereof to the other Party, assume control of the defense of such 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. The Claim Notice ’s indemnification obligations, the Indemnifying Party shall include a description in reasonable detail of (i) reimburse the basis for, Indemnified Party for all costs and nature of, such claimexpenses, including the facts constituting the basis for such claimreasonable attorneys’ fees and disbursements, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event defending itself within [***] after receipt of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided that, if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on written advice from outside counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such claim sufficiently adverse to make unadvisable the representation by the same counsel of both Parties under Applicable Laws, ethical rules or equitable principles, the Indemnifying Party shall notify be responsible for the reasonable fees and expenses of a single counsel to the Indemnified Party within thirty (30) days after receipt in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such notice as to whether the Indemnifying Party will assume claim and the defense of such Third thereof and shall consider recommendations made by the other Party Claimwith respect thereto. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the The Indemnifying Party shall not agree to any compromise settlement of such claim or settlement consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party willor that acknowledges fault by the Indemnified Party, at without the cost and expense prior written consent of the Indemnifying Indemnified Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified The Party seeking indemnification by the other Party under this Article VII shall give written notice Section 7 (a the “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving prompt written notice of such Third the Claim for which indemnification is sought. Failure to give notice will not diminish the indemnifying Party’s obligation under this Section if it has or receives knowledge of the existence of the Claim by any other means or if the failure does not materially prejudice its ability to defend the Claim. The indemnifying Party may select legal counsel to represent the indemnified Party (said counsel to be reasonably satisfactory to the indemnified Party) and otherwise control the defense and, subject to the other terms of this Section 7.3, resolution of the Claim. If the Indemnified indemnifying Party fails elects to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume control the defense of such Third Claim, the indemnified Party Claimmay at its option participate in the defense of any Claim with its own counsel at its own expense; provided that such indemnified Party shall not resolve the Claim without the prior written consent of the indemnifying Party. Certain identified information has been omitted from this document because it is not material and would be competitively harmful if publicly disclosed, and has been marked with “[***]” to indicated where omissions have been made. If the Indemnifying Claim is one that cannot by its nature be defended solely by the indemnifying Party, then the indemnified Party assume will make available information and assistance as the defenseindemnifying Party may reasonably request, at the indemnifying Party’s expense. The indemnifying Party may not, without the prior written consent of the indemnified Party, (xi) consent to the Indemnified Party shall have entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting any indemnified Party, or (ii) consent to the right to participate in entry of any judgment or enter into any settlement unless such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise judgment or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party provides for an unconditional and includes a full release of the Indemnified indemnified Party from all Liability and does not diminish any of such Party’s rights under this Amended GTC and/or the Contract or result in additional fees or charges to the indemnified Party. The indemnified Party may not make any party admissions in respect of such Third Party Claim. If requested by a Claim if the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying indemnifying Party elects not to assume control the defense of such Third Party the Claim. For avoidance of doubt, the Indemnified indemnifying Party may assume invoke any applicable statutes of limitations in conducting the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)such Claim.

Procedure. Any If an Indemnified Party seeking intends to claim indemnification under this Article VII 10, the Indemnified Party shall give written notify the Indemnifying Party of any Loss in respect of which the Indemnified Party intends to claim such indemnification, and the Indemnifying Party shall assume the defense thereof with counsel mutually satisfactory to the Parties. Notwithstanding the prior sentence, if CDS is the Indemnifying Party based on a claim for indemnification by Alimera, then Alimera agrees to use CDS’ counsel as common counsel to the extent the Parties’ interests are aligned; provided that if the Parties’ interests diverge after they have used common counsel of CDS’ choosing, the common counsel may continue to represent CDS and not be subject to disqualification on account of the common representation. The failure to deliver notice (a “Claim Notice”) to the Indemnifying Party within a reasonable time after the commencement of any such action, shall relieve such Indemnifying Party of liability to the Indemnified Party under Article 10 only to the extent that the delay adversely affects Indemnifying Party’s rights or ability to defend such claim or action, but the failure so to deliver notice to the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party otherwise than under Article 10. The Claim Notice Indemnified Party under Article 10 shall include a description provide reasonable assistance to the Indemnifying Party and its legal representatives, at the Indemnifying Party’s expense, in the investigation of any action, claim or liability covered by this indemnification. The Indemnifying Party shall additionally be liable to pay the reasonable detail of (i) the basis for, legal costs and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained attorneys’ fees incurred by the Indemnified Party in connection with such claimestablishing its claim for indemnity. In Except as provided in the event last sentence of this Section 10.3, the indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any claimLoss if such settlement is effected without the consent of the Indemnifying Party, demandwhich consent shall not be withheld unreasonably or delayed. Indemnifying Party shall not, action without the written consent of Indemnified Party, settle or proceeding asserted against compromise any Indemnified Party by a third party Loss or consent to the entry of any judgment with respect to which such any Loss (a) that does not release Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party from all liability with respect to such Third Loss or (b) which may materially adversely affect Indemnified Party Claim or under which CONFIDENTIAL TREATMENT REQUESTED Indemnified Party would incur any obligation or liability, other than one as to the extent that the which Indemnifying Party is prejudiced by such failure of the Indemnified has an indemnity obligation hereunder. If Indemnifying Party. The Indemnifying Party shall notify the Indemnified Party , within thirty ten (3010) days after receipt of receiving notice of a Loss or such notice shorter period as may be necessary for submitting or filing a response, fails to whether the Indemnifying Party will assume the defense of such Third Loss or fails to notify Indemnified Party Claim. If the Indemnifying Party assume the that is assuming such defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) assume the Indemnifying Party shall not agree to any defense, compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, Loss at the cost risk and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this ARTICLE 8, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (the “Indemnifying Party”) and provide a copy to the Indemnifying Party of any complaint, summons or other written or verbal notice that the Indemnified Party seeking indemnification receives in connection with any such claim. An Indemnified Party’s failure to deliver written notice will relieve the Indemnifying Party of liability to the Indemnified Party under this Article VII shall give written notice (a “Claim Notice”) ARTICLE 8 only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with ’s ability to defend such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent Provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Indemnified Party will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by such negotiated settlement or otherwise and any failure to contest prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the Indemnified Party within thirty (30) days after receipt Party’s prior written consent which will not be withheld, delayed or conditioned unreasonably other than settlements only involving the payment of such notice as to whether monetary awards for which the Indemnifying Party will assume the defense of such Third Party Claimbe fully-responsible. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the Party’s defense of such Third Party Claimany claim for which indemnity is sought under this Agreement, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party’s sole cost and expense. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).AS AMENDED

Procedure. Any Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 10, such Party (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing within fifteen (15) days and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnifying PartyIndemnified Party to represent the Indemnified Party and shall pay the fees and expenses of such counsel related to such proceeding. The Claim Notice shall include a description Indemnified Party agrees to cooperate fully with the Indemnifying Party in reasonable detail the defense of (i) the basis for, and nature of, any such claim, including the facts constituting the basis for such claimaction or proceeding, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with any litigation resulting from any such claim. In the event of any claimsuch proceeding, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of retain its own choosing counsel, but the fees and expenses of such counsel shall be at its own cost and the expense and of the Indemnified Party unless (ya) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (b) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not agree 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 indemnify the Indemnified Party from and against any compromise loss or liability by reason of such settlement to or 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 has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)proceeding.

Procedure. Any Each Party will promptly notify the other Party in writing in the event it becomes aware of a Third Party claim, action or suit for which indemnification may be sought hereunder (provided that the failure to give such notice promptly will not prejudice the rights of an Indemnified Party, except to the extent that the failure to give such prompt notice materially adversely affects the ability of the Indemnifying Party to defend the claim, action or suit). In the event that any Third Party claim, action or suit is instituted against a Party in respect of which indemnity may be sought pursuant to this Article 8, promptly after such Party (the “Indemnified Party”) notifies the other Party (the “Indemnifying Party”) in writing, the Indemnifying Party and the Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) meet to discuss how to respond to such claim, action or suit. The Indemnifying Party shall control the defense of such claim, action or suit. The Indemnified Party shall cooperate with the Indemnifying Party in the defense of such claim, action or suit, at the expense of the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, In any such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)proceeding, the Indemnified Party shall give also have the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails right to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyretain its own counsel at its own expense. The Indemnifying Party shall notify not be liable for Losses or Third Party liabilities with respect to a claim, action or suit settled or compromised by the Indemnified Party within thirty (30) days after receipt of such notice as to whether without the Indemnifying Party will assume the defense Party’s prior written consent. No offer of such Third Party Claim. If the Indemnifying Party assume the defensesettlement, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) settlement or compromise by the Indemnifying Party shall not agree to any compromise or settlement to which be binding on an Indemnified Party without the Indemnified Party has not consented to in writing Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned withheld or delayed) ), unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of fully releases the Indemnified Party from all Liability in respect of without any liability, loss, cost or obligation to such Third Party ClaimIndemnified Party. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).Protherics-Glenveigh License Agreement

Procedure. Any If any Third Party notifies a Party or any of its officers, agents or Affiliates, or their respective employees or representatives (an “Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeParty”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 any matter (a “Third Party Claim”)) that may give rise to a claim against the other Party (the “Indemnifying Party”) under this Article, then the Indemnified Party shall will promptly give written notice to the Indemnifying Party; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Article, except to the extent such delay actually prejudices the Indemnifying Party. The Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim, at its sole expense, with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party gives written notice within ten Business Days to the Indemnified Party of receiving written notice its assumption of responsibility for any Losses arising out of such Third Party Claim. If Claim and its assumption of control and defense of the Third Party Claim within […***…] days after the Indemnified Party fails to provide each such has given notice within such time period, of the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that Indemnifying Party, (ii) the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify provides the Indemnified Party within thirty (30) days after receipt of such notice as with evidence reasonably acceptable to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party that such Indemnifying Party has and will have adequate financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim does not seek an injunction or other equitable relief against the Indemnified Party (provided, however, that to the extent that sanofi-aventis has sought indemnification from Horizon regarding a Third Party Claim that the Horizon IP infringes the intellectual property rights of a Third Party, Horizon shall have the right to participate in defend such defense and to engage separate Third Party Claim with counsel of its own choosing choice reasonably satisfactory to sanofi-aventis and, provided further that to the extent that Horizon has sought indemnification from sanofi-aventis regarding a Third Party Claim that the SAUS IP infringes the intellectual property rights of a Third Party, sanofi-aventis shall have the right to defend such Third Party Claim with counsel of its choice reasonably satisfactory to Horizon), (iv) the Third Party Claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement action, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. The Indemnified Party may retain separate co-counsel at its own cost and expense and (y) participate in the defense of the Third Party Claim. The Indemnifying Party shall will not agree consent to the entry of any judgment or enter into any compromise or settlement with respect to which the Third Party Claim without the prior written consent of the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such judgment, compromise or settlement or compromise includes only (a) provides for the payment of monetary damages which shall be paid by the Indemnifying Party of money as sole relief for the claimant, and includes a (b) results in the full and general release of the Indemnified Party from all Liability liabilities arising or relating to, or in respect of such connection with, the Third Party Claim. If requested The Indemnifying Party is expressly prohibited from consenting to the entry of any judgment or entering into any compromise or settlement that (1) involves a finding or admission of any violation of legal requirements or the ***Confidential Treatment Requested MANUFACTURING AND SUPPLY AGREEMENT PAGE 26 rights of any Third Party by the Indemnifying Party, the Indemnified Party willor (2) grants an injunction or other equitable relief against the Indemnified Party, at and any such purported consent, compromise or settlement entered into without the cost prior written consent of the Indemnified Party shall be null and expense void ab initio. The Indemnified Party may not consent to the entry of any judgment or enter into any compromise or settlement with respect to a Third Party Claim with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects does not to assume the control and defense of such a Third Party ClaimClaim in accordance with the immediately preceding paragraph, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified defend such Third Party shall not agree to any compromise or settlement to which Claim and seek indemnification hereunder from the Indemnifying Party has not consented for any Losses associated therewith after […***…] business days’ notice to the Indemnifying Party of its intent to do so. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the other reasonably apprised of the status of the defense of any Third Party Claim and to cooperate in writing (which consent shall not be unreasonably withheldgood faith with each other with respect to the defense of any such matter, conditioned and provide the non-defending party with copies of all correspondence and documents relating to or delayed)in connection with a Third Party Claim.

Procedure. Any If any claim or demand by any Person is made against an --------- Indemnified Party, and if such Indemnified Party seeking indemnification intends to seek indemnity with respect thereto under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature ofVI, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) indemnifying party in writing of such claim or demand, provided that the failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have hereunder unless it is actually prejudiced thereby. The indemnifying party shall have 30 days after receipt of such notice to undertake, conduct and control, through counsel of its own choosing and at its own expense, the settlement or defense thereof, and the Indemnified Party shall cooperate with the indemnifying party in connection therewith; provided -------- that the Indemnified Party may participate at its own expense in such settlement or defense through counsel chosen by such Indemnified Party. So long as to whether the Indemnifying indemnifying party is reasonably contesting any such claim in good faith, the Indemnified Party will assume shall not pay or settle any such claim. Notwithstanding the defense of such Third Party Claim. If the Indemnifying Party assume the defenseforegoing, (x) the Indemnified Party shall have the right to participate pay or settle any such claim; provided that in such defense and event it shall waive any right to engage separate counsel of its own choosing at its own cost and expense and (y) indemnity -------- therefor by the Indemnifying Party shall indemnifying party. If the indemnifying party does not agree to any compromise or settlement to which notify the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only within 30 days after the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release receipt of the Indemnified Party from all Liability in respect Party's notice of such Third Party Claim. If requested by a claim of indemnity hereunder that it elects to undertake the Indemnifying Partydefense thereof, the Indemnified Party willshall have the right to contest, at settle or compromise the cost claim in its sole discretion and expense shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the consent of the Indemnifying Indemnified Party, provide enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all Indemnified Parties an unconditional release from all liability with respect to such claim or consent to entry of any judgment. Notwithstanding the foregoing, following the Closing, each Indemnified Party will afford to an indemnifying party and its counsel, accountants and other authorized representatives reasonable cooperation access during normal business hours to relevant properties, books and records (and permit the indemnifying party and its counsel, accountants and other authorized representatives to make copies of such books and records at their own expense), to the Indemnifying Party in defending extent that such Third Party Claim. If access may be reasonably required to facilitate the Indemnifying Party elects not to assume the defense investigation, litigation and final disposition of such Third Party Claim, the any claim which may have been or may be made against any Indemnified Party may assume relating to the defense thereof at Nassau System or the expense Acquired Assets or any of the Indemnifying Partytransactions contemplated by this Agreement. The Water Authority Indemnified Parties shall hold any such confidential information in confidence on the same terms and subject to the same conditions as set forth in Section 4.1(b) hereof, provided that and the JWS Indemnified Party Parties shall not agree hold any such confidential information in confidence on the same terms and subject to any compromise or settlement the same conditions applicable to which the Indemnifying Party has not consented Water Authority in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Section 4.1(b) hereof.

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII ARTICLE 11 (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third-Party claim as provided in this Section 11.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice (a “Claim Notice”) thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or 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. The Claim Notice ’s indemnification obligations, the Indemnifying Party shall include a description in reasonable detail of (i) reimburse the basis for, Indemnified Party for all costs and nature of, such claimexpenses, including the facts constituting the basis for such claimattorney fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event defending itself within [**] days after receipt of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of invoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided that, except with respect to [**], if the Indemnifying Party assumes control of such defense and the Indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall notify be responsible for the reasonable fees and expenses of one counsel to the Indemnified Party within thirty (30) days after receipt in connection therewith. The Party controlling such defense shall keep the other Party advised of the status of such notice as to whether the Indemnifying Party will assume action, suit, proceeding or claim and the defense of such Third thereof and shall consider recommendations made by the other Party Claimwith respect thereto. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have not agree to any settlement of such action, suit, proceeding or claim without the right to participate in such defense and to engage separate counsel prior written consent of its own choosing at its own cost and expense and (y) the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII The indemnified party shall give written notice (a “Claim Notice”) to promptly notify the Indemnifying Party. The Claim Notice shall include a description indemnifying party in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event writing of any claim, demand, action or proceeding asserted against any Indemnified Party by for which indemnification will be sought under Article IX(b) or (c), and, if such claim, demand, action or proceeding is a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)claim, demand, action or proceeding, the Indemnified Party shall give indemnifying party will have the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails right at its expense to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claimthereof using counsel reasonably acceptable to the indemnified party. If the Indemnifying Party assume the defense, (x) the Indemnified Party The indemnified party shall have the right to participate in such defense and to engage separate counsel of its own choosing participate, at its own cost and expense and (y) the Indemnifying Party shall not agree expense, with respect to any compromise such third party claim, demand, action or settlement proceeding. In connection with any such third party claim, demand, action or proceeding, Buyer and Seller shall cooperate with each other and provide each other with access to which relevant books and records in their possession related to such claim. No such third party claim, demand, action or proceeding shall be settled without the Indemnified Party has not consented to in writing (prior written consent of the indemnified party, which consent shall not be unreasonably withheld. If a formal written offer is made to settle any such third party claim, conditioned demand, action or delayed) unless proceeding, which offer does not involve any injunctive or non-monetary relief against the indemnified party, and the indemnifying party proposes to accept such settlement or compromise includes only and the payment of monetary damages which indemnified party refuses to consent to such settlement, then: (i) the indemnifying party shall be paid by excused from, and the Indemnifying Party and includes a release of the Indemnified Party from indemnified party shall be solely responsible for, all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the further defense of such Third Party Claimthird party claim, demand, action or proceeding; and (ii) the maximum liability of the indemnifying party relating to such third party claim, demand, action or proceeding shall be the amount of the proposed settlement if the amount thereafter recovered from the indemnified party on such third party claim, demand, action or proceeding is greater than the amount of the proposed settlement. In the event that Buyer or Seller shall fail to make such commercially reasonable efforts to mitigate or resolve any claim or liability, then notwithstanding anything else to the contrary herein, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent other party shall not be unreasonably withheldrequired to indemnify any person for any Losses that could reasonably be expected to have been avoided if Buyer or Seller, conditioned or delayed)as the case may be, had made such efforts. The indemnification liability of Seller and Member, jointly, to Buyer and Buyer to Seller and Member, jointly, shall not be less than $50,000 but no more than $93,500.

Procedure. Any Indemnified Each Party seeking will notify the other Party in writing if it becomes aware of a Third Party Claim for which such Party may seek indemnification under this Article VII shall give written notice hereunder. If any Third Party Claim is instituted against a Party (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the another Company Indemnified Party in connection with such claim. In the event case of any claimCompany, demand, action or proceeding asserted against any another Vertex Indemnified Party by a third party in the case of Vertex) with respect to which indemnity may be sought pursuant to Section 8.1.1, 8.1.2 or 8.1.3, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party may claim indemnification under Section 7.1 (a the “Third Party ClaimIndemnifying Party”), the Indemnified Party shall give ) and provide the Indemnifying Party with a copy of any complaint, summons or other written notice within ten Business Days of receiving written notice of that the Company Indemnified Party or Vertex Indemnified Party, as applicable, receives in connection with any such Third Party Claim. If the An Indemnified Party fails Party’s failure to provide each deliver such written notice within such time period, will relieve the Indemnifying Party will not be obligated of liability to indemnify the Company Indemnified Party with respect or Vertex Indemnified Party, as applicable, under Section 8.1.1, 8.1.2 or 8.1.3, as applicable, only to the extent such delay is prejudicial to the Indemnifying Party’s ability to defend such Third Party Claim. Provided that the Indemnifying Party is not contesting the indemnity obligation, the Company Indemnified Party or Vertex Indemnified Party, as applicable, will permit the Indemnifying Party to control any litigation relating to such Third Party Claim and the disposition of such Third Party Claim by negotiated settlement or otherwise (subject to the extent that the Indemnifying Party is prejudiced by this Section 8.1) and any failure to contest such failure obligation prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as will act reasonably and in good faith with respect to whether the Indemnifying Party will assume the defense of all matters relating to such Third Party Claim. If Claim and will not settle or otherwise resolve such Third Party Claim without the Indemnifying Party assume prior written consent of the defense, (x) the Company Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to Vertex Indemnified Party, as applicable, which the Indemnified Party has not consented to in writing (which consent shall will not be unreasonably withheld, conditioned or delayed) unless ; provided that such consent will not be required with respect to any settlement or compromise includes involving only the payment of monetary damages awards (a) for which shall be paid by the Indemnifying Party and includes a release of the will be fully responsible or (b) that are deemed to be Other Out-of-Pocket Expenses pursuant to Section 8.1.3. The Company Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying or Vertex Indemnified Party, the Indemnified Party willas applicable, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party’s defense of any Third Party Claim for which indemnity is sought under this Agreement, at the Indemnifying Party’s cost and expense (provided that the Indemnified Party shall not agree with respect to any compromise or settlement Third Party Claim addressed by Section 8.1.3, such cost and expense shall be deemed to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayedOther Out-of-Pocket Expenses).

Procedure. Any Indemnified Party A Person seeking indemnification under this Article VII Section 13.2 (the “Indemnified Party”) in respect of a Third Party Claim shall give written notice within thirty (a “Claim Notice”30) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail days of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice first knowledge of such Third Party Claim. If Claim to the Indemnified Party fails from which recovery is sought (the “Indemnifying Party”), provided that any failure to provide each such notice within such time period, period shall not relieve the Indemnifying Party will not be obligated to indemnify the Indemnified Party of its obligations of indemnification with respect to such Third Party Claim unless and solely to the extent the Indemnifying Party is materially prejudiced by such delay, and shall permit the Indemnifying Party to assume direction and control of the defense of the Third Party Claim, provided that the Indemnifying Party is prejudiced by shall act reasonably and in good faith with respect to the defense or settlement of such failure of Third Party Claim as the defense or settlement relates to the Indemnified Party. The Indemnifying Party Indemnified Party, its employees and agents, shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether reasonably cooperate with the Indemnifying Party will assume and its legal representatives in the investigation and defense of such Third Party Claim. If the Indemnifying Party assume the defenseThe foregoing notwithstanding, (x) the Indemnified Party shall have the right to participate in, but not control, the defense of any Third Party Claim, and request separate counsel, with such attorneys’ fees and expenses or litigation to be paid by the Indemnified Party, unless (a) [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential conflicting interests between such Indemnified Party and any other Person represented by such counsel in such defense and to engage separate counsel of its own choosing at its own cost and expense and proceedings, or (yb) the Indemnifying Party shall not agree has failed to any compromise assume the defense of the applicable Third Party Claim, and in connection with either clause (a) or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldb) above, conditioned or delayed) unless such settlement or compromise includes only the payment reasonable attorneys’ fees and expenses of monetary damages which litigation shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party ClaimParty. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to Neither the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that nor the Indemnified Party shall not agree to any compromise settle or settlement to which otherwise resolve such Third Party Claim without the Indemnifying Party has not consented in writing other’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Indemnifying Party may, without the Indemnified Party’s prior written consent, agree or consent to any settlement or other resolution of such Third Party Claim which requires solely money damages paid by the Indemnifying Party, and which includes as an unconditional term thereof the giving by such claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such Third Party Claim.

Procedure. Any Indemnified Party party seeking indemnification under this Article VII Section 10.2 (an “Indemnified Party”) shall give written notice the party or parties from whom indemnification is being sought (a an “Claim NoticeIndemnifying Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event notice of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to matter which such Indemnified Party may claim has determined has given or could give rise to a right of indemnification under this Agreement as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this Section 7.1 10.2 (it being understood that, for the avoidance of doubt, with respect to Retained Autodata Liabilities or Retained DealerTrack Liabilities, notice may also be given at or after such time, if any, as Damages occur or are incurred with respect to such Retained Autodata Liabilities or Retained DealerTrack Liabilities), which notice shall include a good-faith estimate of the amount of Damages for which the Indemnified Party is seeking indemnification from the Indemnifying Party, calculated in accordance with Section 10.3. The liability of an Indemnifying Party under this Section 10.2 with respect to Damages arising from claims of any third party which are subject to the indemnification provided for in this Section 10.2 (“Third Party Claims”) shall be governed by and contingent upon the following additional terms and conditions: If an Indemnified Party shall receive notice of any Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If Claim within five (5) Business Days of the receipt by the Indemnified Party fails of such notice; provided, however, that the failure to provide each such notice within such time period, shall not release the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim from any of its obligations under this Section 10.2, except to the extent that the Indemnifying Party is materially prejudiced by such failure of the Indemnified Partyfailure. The Indemnifying Party shall notify be entitled to assume and control the defense of such Third Party Claim at the Indemnifying Party’s expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days after of the receipt of such notice as from the Indemnified Party; provided, however, that if there exists a material conflict of interest (other than one that is of a monetary nature) that would make it inappropriate for the same counsel to whether represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party; provided, further, that the Indemnifying Party will assume shall not be obligated to pay the defense reasonable fees and expenses of more than one separate counsel for all Indemnified Parties, taken together (except to the extent that local counsel are necessary or advisable for the conduct of such Third Proceeding, in which case the Indemnifying Party Claimshall also pay the reasonable fees and expenses of any such local counsel). If the Indemnifying Party shall not assume the defensedefense of any Third Party Claim or litigation resulting therefrom, (x) the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate and may settle such claim or litigation on such terms as it may deem appropriate; provided, however, that the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) keep the Indemnifying Party shall not agree reasonably informed with respect to such action and any compromise or settlement to determinations made with respect thereto, and that in settling any action in respect of which indemnification is payable under this ARTICLE 10, the Indemnified Party has shall act reasonably and in good faith and shall not consented to in writing (so settle such action without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, conditioned the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party as the case may be, all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or delayed) unless such settlement or compromise includes only under the payment of monetary damages which shall be paid Indemnified Party’s control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and includes a make available to the Indemnified Party, all such witnesses, records, materials and information in the Indemnifying Party’s possession or under the Indemnifying Party’s control relating thereto as is reasonably required by the Indemnified Party. The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all Liability liability in respect of such Third Party ClaimClaim or (ii) settle or compromise any Third Party Claim if the settlement imposes equitable remedies or material obligations on the Indemnified Party other than financial obligations for which such Indemnified Party will be indemnified hereunder. If requested No Third Party Claim which is being defended in good faith by the Indemnifying Party in accordance with the terms of this Agreement shall be settled or compromised by the Indemnified Party, without the Indemnified Party will, at the cost and expense written consent of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of a party (the “Indemnified Party”) seeks indemnification for any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification Claim under Section 7.1 (a “Third Party Claim”)12.1 or 12.2, the Indemnified Party shall: (a) inform the other party (the “Indemnifying Party”) of such Claim as soon as reasonably practicable after it receives notice of the Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Claim as provided in this Section 12.3 shall give not relieve the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice); (b) permit the Indemnifying Party is prejudiced by such failure to assume direction and control of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party the Claim (including the right to settle the Claim solely for monetary consideration); and (c) cooperate as requested (at the expense of the Indemnifying Party) in the defense of the Claim. If the Indemnifying Party does not assume control of such defense within 15 days after receiving notice of the defenseClaim from the Indemnified Party, (x) the Indemnified Party shall have the right to participate in may control such defense and, without limiting the Indemnifying Party’s indemnification obligations, the Indemnifying Party shall reimburse the Indemnified Party for all reasonable and to engage separate counsel documented costs, including reasonable attorney fees, incurred by the Indemnified Party in defending itself within 30 days after receipt of its own choosing any invoice therefor from the Indemnified Party. The party not controlling such defense may participate therein at its own cost expense. The party controlling such defense shall keep the other party advised of the status of such Claim and expense the defense thereof and (y) shall consider recommendations made by the other party with respect thereto. The Indemnified Party shall not agree to any settlement of such Claim without the prior written consent of the Indemnifying Party. The Indemnifying Party shall not agree to any compromise settlement of such Claim or settlement consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party and its associated indemnitees (i.e., Cidara Indemnitees or Melinta Indemnitees, as applicable) from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice obligation of Company (a “Claim NoticeIndemnifying Party”) to indemnify Placeware (“Indemnified Party”), whether set forth in this Section 10 or elsewhere in this Agreement is predicated upon the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of following: (i) the basis forIndemnifying Party is notified in writing within thirty (30) calendar days of receipt of any statement or claim against the Indemnified Party; provided that failure to promptly notify shall not limit the claim for indemnification hereunder except to the extent that such failure actually prejudices the Indemnifying Party; (iii) the Indemnifying Party may not make any admissions to any third party regarding the claim or settle any indemnified claim except as approved by the Indemnified Party in writing or as required by applicable law to avoid deemed admissions; and (iv) the Indemnified Party reasonably cooperates with the Indemnifying Party, at the Indemnifying Party’s expense, in the defense and/or settlement of such claim. The Indemnifying Party will not settle any such claim without the Indemnified Party’s prior written consent, which will not be unreasonably withheld or delayed. The Indemnified Party will have the right, at its own expense, to participate in the defense and related settlement negotiations of any indemnifiable claim with counsel of their own selection, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably Indemnifying Party will be sustained by consult with the Indemnified Party in connection with such defense and settlement. This Section 10 states the entire liability of either party in respect of any third-party claim. In Nothing contained in this provision or Agreement is, however, intended to require the event of any claim, demand, action or proceeding asserted against any Indemnified Indemnifying Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), pay to the Indemnified Party shall give any amount other than (1) the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure costs of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the ’s defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If if the Indemnifying Party elects not to assume the defense of defend; and (2) such Third Party Claim, amounts actually paid by the Indemnified Party may assume to the defense thereof at the expense of the Indemnifying Partythird-party claimant, provided that the Indemnified Party shall not agree to any compromise or settlement to which if the Indemnifying Party has not consented fails to pay the third-party claimant directly for any settlement approved by the parties or any finally awarded judgment in writing (which consent shall not be unreasonably withheld, conditioned or delayed)favor of the third-party claimant.

Procedure. Any Each Party will notify the other Party in writing in the event it becomes aware of a Claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Section 11 (Indemnification and Insurance), such Party (the “Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim NoticeParty”) to shall promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, Party and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give meet to [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION Table of Contents discuss how to respond to any Claims that are the subject matter of such proceeding. The Indemnified Party shall cooperate fully with the Indemnifying Party written notice within ten Business Days of receiving written notice in defense of such Third Party Claimmatter. If the Indemnified Party fails to provide each such notice within such time periodThe Indemnifying Party, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure upon request of the Indemnified Party. The Indemnifying Party , shall notify retain counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt to represent the Indemnified Party and shall pay the fees and expenses of such notice as counsel related to whether the Indemnifying Party will assume the defense of such Third Party proceeding. In any such Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of retain its own choosing counsel, but the fees and expenses of such counsel shall be at its own cost and the expense and of the Indemnified Party unless (yi) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such Claim (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses shall be reimbursed as they are incurred. The Indemnifying Party shall not agree be liable for any settlement of any Claim 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 indemnify the Indemnified Party from and against any compromise loss or liability by reason of such settlement to or judgment. The Indemnifying Party shall not, without the written consent of the Indemnified Party, effect any settlement of any pending or threatened Claim in respect of which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)proceeding.

Procedure. Any A Party entitled to be indemnified under Sections 12.1 or 12.2 (the “Indemnified Party”) shall promptly notify the other Party liable for such indemnification (the “Indemnifying Party”) in writing of any Claim which the Indemnified Party seeking has determined has given or could give rise to a right of indemnification under this Article VII shall give written notice (a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claimAgreement, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claimCo-Promotion Agreement. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect Failure to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice of any such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, claim shall not relieve the Indemnifying Party will not be obligated of any such duty to so indemnify the Indemnified Party with respect to such Third Party Claim except to the extent that the Indemnifying Party is prejudiced by can demonstrate actual loss and prejudice as a result of such failure of the Indemnified Partyfailure. The Indemnifying Party shall notify have the right, but not the obligation, to control the defense of the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of against any such Third Party Claim. If , utilizing counsel chosen in the Indemnifying Party assume the defenseParty’s sole discretion; provided, (x) however, that the Indemnified Party shall have the right to may participate in any such defense and to engage defense, at its own expense, by separate counsel of its own choosing at its own cost and expense and (y) choice; provided further, that any such participation shall not limit the Indemnifying Party shall not agree Party’s right to any compromise or settlement to which control such defense. Notwithstanding the Indemnified Party has not consented to in writing foregoing, the Indemnifying Party: (which consent a) shall not be unreasonably withheldentitled to have **** Certain confidential information contained in this document, conditioned marked with four asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. sole control over any Third Party Claim that seeks an order, injunction or delayedother equitable relief against any Indemnified Party; and (b) unless such settlement or compromise includes only shall obtain the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release prior written approval of the Indemnified Party from all Liability in respect before ceasing to defend against any Third Party indemnification Claim or entering into any settlement, adjustment or compromise of such Third Claim involving injunctive or similar equitable relief being asserted against any Indemnified Party Claimor any of its Affiliates. If The Indemnified Party shall cooperate with the Indemnifying Party in the provision of any such defense by providing to the Indemnifying Party all such information, assistance and authority as may reasonably be requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other Party in writing if it becomes aware of a claim for which such Party may seek indemnification hereunder. If any Proceeding is instituted against a Party (or another Company Indemnified Party seeking indemnification under this Article VII shall in the case of Company or another Vertex Indemnified Party in the case of Vertex) with respect to which indemnity may be sought pursuant to Section 9.1.1 or 9.1.2, as applicable, such Party (the “Indemnified Party”) will give prompt written notice of the indemnity claim to the other Party (a the “Claim NoticeIndemnifying Party”) and provide the Indemnifying Party with a copy of any complaint, summons or other written notice that the Company Indemnified Party or Vertex Indemnified Party, as applicable, receives in connection with any such claim. An Indemnified Party’s failure to deliver such written notice will relieve the Indemnifying Party of liability to the Company Indemnified Party or Vertex Indemnified Party under Section 9.1.1 or 9.1.2, as applicable, only to the extent such delay is prejudicial to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, ’s ability to defend such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent ; provided that the Indemnifying Party is prejudiced not contesting the indemnity obligation, the Company Indemnified Party or Vertex Indemnified Party, as applicable, will permit the Indemnifying Party to control any litigation relating to such claim and the disposition of such claim by negotiated settlement or otherwise (subject to this Section 9.1) and any failure to contest such failure obligation prior to assuming control will be deemed to be an admission of the Indemnified Partyobligation to indemnify. The Indemnifying Party shall notify will act reasonably and in good faith with respect to all matters relating to such claim and will not settle or otherwise resolve such claim without the prior written consent of the Company Indemnified Party within thirty (30) days after receipt of such notice or Vertex Indemnified Party, as to whether the Indemnifying Party applicable, which will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless ; provided that such consent will not be required with respect to any settlement or compromise includes involving only the payment of monetary damages awards for which shall be paid by the Indemnifying Party and includes a release of the will be fully responsible. The Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to will cooperate with the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party’s defense of any claim for which indemnity is sought under this Agreement, provided that the Indemnified Party shall not agree to any compromise or settlement to which at the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Party’s cost and expense.

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII 13 (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any Third Party Claim for which indemnification may be sought or, if earlier, upon the assertion of any such Third Party Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party Claim as provided in this Section 13.3 shall not relieve the Indemnifying Party of its indemnification obligation under this 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 may, upon *** Confidential Treatment Requested 77 written notice (a “thereof to the Indemnified Party, assume control of the defense of such Third Party Claim Notice”) 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. The Claim Notice ’s indemnification obligations, the Indemnifying Party shall include a description in reimburse the Indemnified Party for all reasonable detail of (i) the basis for, costs and nature of, such claimexpenses, including the facts constituting the basis for such claimattorney fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event defending itself within [...***...] after receipt of any claimreasonably detailed invoice and supporting documentation therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided that, demand, action or proceeding asserted against any Indemnified if the Indemnifying Party by a third party with respect to which assumes control of such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), defense and the Indemnified Party shall give in good faith concludes, based on advice from counsel, that the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If and the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party have conflicting interests with respect to such Third Party Claim to the extent that Claim, the Indemnifying Party is prejudiced by such failure shall be responsible for the reasonable fees and expenses of the Indemnified Party. The Indemnifying Party shall notify counsel to the Indemnified Party within thirty (30) days after receipt in connection therewith. The Party controlling such defense shall keep the other Party advised of such notice as to whether the Indemnifying Party will assume the defense status of such Third Party ClaimClaim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to of such Third Party Claim without the prior written consent of the Indemnifying Party, which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only conditioned. The Indemnifying Party shall not, without the payment prior written consent of monetary damages the Indemnified Party, which shall not be paid by the Indemnifying unreasonably withheld, delayed or conditioned, agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Each Party seeking will promptly notify the other in the event it becomes aware of a claim for which indemnification under may be sought hereunder. In case any proceeding (including any governmental investigation) shall be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article VII shall give written notice 11, such Party (a the “Claim NoticeIndemnified Party”) to shall promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, Party and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give meet to discuss how to respond to any claims that are the Indemnifying Party written notice within ten Business Days of receiving written notice subject matter of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyproceeding. The Indemnifying Party shall notify retain counsel reasonably satisfactory to the Indemnified Party within thirty (30) days after receipt and shall pay the fees and expenses of such notice as counsel related to whether the such proceeding. The Indemnifying Party will assume shall have the sole right to control the defense of any such Third Party Claimclaim or action. If the Indemnifying Party assume the defenseIn any such proceeding, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of retain its own choosing at its own cost counsel, but the fees and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless expenses of such settlement or compromise includes only the payment of monetary damages which counsel shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnified Party unless the Indemnifying Party, provided that Party and the Indemnified Party shall have mutually agree in writing to the retention of such counsel. The Indemnifying Party shall not agree to be liable for any compromise settlement of any proceeding effected by the Indemnified Party without its written consent, but if settled with such consent or settlement to which if there be a final judgment for the plaintiff, the Indemnifying Party has not consented in writing agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The Indemnifying Party may settle any such claim, demand, action or other proceeding or otherwise consent to an adverse judgment (a) with prior written notice to the Indemnified Party but without the consent of the Indemnified Party where the only liability is the payment of money and the Indemnifying Party makes such payment or (b) with the prior written consent of the Indemnified Party, which consent shall will not be unreasonably withheld, conditioned withheld or delayed).

Procedure. Any Indemnified Party seeking A Person entitled to indemnification under this Article VII shall ARTICLE 12 (an “Indemnified Party”) will give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any Third Party Claim for which indemnification may be sought or, if earlier, upon the assertion of any such Third Party Claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party Claim as provided in this Section 12.3 will not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually damaged as a result of such failure to give notice). Within 20 Business Days after delivery of such notification, the Indemnifying Party may, upon written notice (a “thereof to the Indemnified Party, assume control of the defense of such Third Party Claim Notice”) with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party will control such defense and, without limiting the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) ’s indemnification obligations, the basis for, Indemnifying Party will reimburse the Indemnified Party for all costs and nature of, such claimexpenses, including the facts constituting the basis for such claimattorney fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event defending itself within 30 days after receipt of any claiminvoice therefor from the Indemnified Party. The Party not controlling such defense may participate therein at its own expense; provided that, demand, action or proceeding asserted against any Indemnified if the Indemnifying Party by a third party with respect to which assumes control of such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), defense and the Indemnified Party shall give in good faith concludes, based on advice from counsel, that the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If and the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party have conflicting interests with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether Claim, the Indemnifying Party will assume be responsible for the reasonable fees and expenses of counsel to the Indemnified Party in connection therewith. The Party controlling such defense will keep the other Party advised of the status of such Third Party ClaimClaim and the defense thereof and will consider recommendations made by the other Party with respect thereto. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall will not agree to any compromise or settlement to of such Third Party Claim without the prior written consent of the Indemnifying Party, which the Indemnified Party has not consented to in writing (which consent shall will not be unreasonably withheld, conditioned delayed or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the conditioned. The Indemnifying Party will not, without the prior written consent of the Indemnified Party, agree to any settlement of such Third Party Claim or consent to any judgment in respect thereof that does not include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified The Party seeking indemnification by the other Party under this Article VII shall give written notice Section 7 (a the “Claim NoticeIndemnified Party”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving prompt written notice of such Third the Claim for which indemnification is sought. Failure to give notice will not diminish the indemnifying Party’s obligation under this Section if it has or receives knowledge of the existence of the Claim by any other means or if the failure does not materially prejudice its ability to defend the Claim. The indemnifying Party may select legal counsel to represent the indemnified Party (said counsel to be reasonably satisfactory to the indemnified Party) and otherwise control the defense and, subject to the other terms of this Section 7.3, resolution of the Claim. If the Indemnified indemnifying Party fails elects to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume control the defense of such Third Claim, the indemnified Party Claimmay at its option participate in the defense of any Claim with its own counsel at its own expense; provided that such indemnified Party shall not resolve the Claim without the prior written consent of the indemnifying Party. If the Indemnifying Claim is one that cannot by its nature be defended solely by the indemnifying Party, then the indemnified Party assume will make available information and assistance as the defenseindemnifying Party may reasonably request, at the indemnifying Party’s expense. The indemnifying Party may not, without the prior written consent of the indemnified Party, (xi) consent to the Indemnified Party shall have entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting any indemnified Party, or (ii) consent to the right to participate in entry of any judgment or enter into any settlement unless such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise judgment or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party provides for an unconditional and includes a full release of the Indemnified indemnified Party from all Liability and does not diminish any of such Party’s rights under these General Terms and/or the Contract or result in additional fees or charges to the indemnified Party. The indemnified Party may not make any party admissions in respect of such Third Party Claim. If requested by a Claim if the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying indemnifying Party elects not to assume control the defense of such Third Party the Claim. For avoidance of doubt, the Indemnified indemnifying Party may assume invoke any applicable statutes of limitations in conducting the defense thereof at of any such Claim. [***] Information has been omitted and filed separately with the expense of Securities and Exchange Commission. Confidential Treatment has been requested with respect to the Indemnifying Partyomitted portions. Confidential Treatment Requested by Tesla Motors, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).Inc. CONFIDENTIAL

Procedure. Any claim for indemnification under Section 11.1 will be made in accordance with this Section 11.2. In the case of any claim for indemnification arising from a claim or demand of a third Person, an Indemnified Party seeking indemnification under this Article VII shall will give prompt written notice notice, in no event more than ten (a “Claim Notice”10) days following such Indemnified Party's receipt of such claim or demand, to the Indemnifying Party. The Claim Notice shall include a description Party describing in reasonable detail of (i) the basis for, and nature of, of such claim or demand as to which it may request indemnification hereunder. Any other claim for indemnification will be made as promptly as practicable after the time the Indemnified Party becomes aware of the facts forming the basis of such claim, including in each case. Any delay in giving notice of a claim shall not reduce the facts constituting the basis for such claim, and (ii) the estimated amount liability of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days except to the extent it materially impairs the Indemnifying Party's ability to defend a claim. The Indemnifying Party will have the right to defend and to direct the defense against any such claim or demand, in its name or in the name of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodParty, as the case may be, at the expense of the Indemnifying Party will not be obligated to indemnify and with counsel selected by the Indemnified Party with respect to such Third Party Claim to the extent Indemnifying Party, provided that the Indemnifying Party is prejudiced may not settle or compromise any such claim or demand without the written consent of the Indemnified Party (which consent may not be unreasonably withheld or delayed) if injunctive or other equitable relief would be imposed against the Indemnified Party as a result thereof. The Indemnified Party will cooperate with the Indemnifying Party and keep the Indemnifying Party fully informed in the defense of any such claim or demand. The Indemnified Party will have the right to participate in (but not control) the defense of any claim or demand with counsel employed by such failure it at the expense of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of may control such notice as to whether defense at the Indemnifying Party's expense if the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) refuses or fails to do so or the Indemnified Party shall have the right defenses not available to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of if counsel to the Indemnified Party from all Liability shall advise in respect a written opinion reasonably acceptable to the other Party that common representation is not appropriate because of a conflict of interest or on another described reasonable basis (provided that in any such Third Party Claim. If requested by the Indemnifying Partysituation, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation shall not be entitled to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof employ more than one law firm at the expense of the Indemnifying Party, provided that ). The Indemnifying Party will have no indemnification obligations with respect to any such claim or demand which is settled by the Indemnified Party shall not agree to any compromise or settlement to which without the prior written consent of the Indemnifying Party, unless the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned failed or delayed)refused to defend such claims.

Procedure. Any Indemnified Party seeking indemnification under this Article VII The indemnified party shall give written notice (a “Claim Notice”) to notify the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event indemnifying party of any claim, demand, action or proceeding asserted against any Indemnified Party by for which indemnification will be sought under section 4.3.1 or 4.3.2 of this Agreement; provided that failure to give such notice shall not relieve the indemnifying party of its indemnification obligations under this section 4.3 except to the extent, if at all, that the indemnifying party shall have been actually prejudiced thereby; and, if such claim, demand, action or proceeding is a third party claim, demand, action or proceeding, the indemnifying party will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the indemnified party (except that, in the case of a claim of patent invalidity with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)Buyer is required to bear the costs of defense pursuant to section 4.3.4, the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party Buyer will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume conduct the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate using counsel of its own choosing at its own cost and expense and (y) Buyer’s choice); provided further, however, that if the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not indemnifying party fails to assume the defense of such Third Party Claimthird party claim within a reasonable time after notice thereof (when and as required hereby to do so), the Indemnified Party may indemnified party shall have the right to assume the defense thereof of such third party claim using counsel of its choice, and shall be entitled to full reimbursement from the indemnifying party for any Loss incurred in connection with the defense of such claim. The indemnified party shall have the right to participate, at its own expense, with respect to any such third party claim, demand, action or proceeding. In connection with any such third party claim, demand, action or proceeding, Sellers, Buyer and Parent shall cooperate with each other and provide each other with access to relevant books and records in their possession. No such third party claim, demand, action or proceeding shall be settled without the expense prior written consent of the Indemnifying Partyindemnified party. If a firm written offer is made to settle any such third party claim, provided that demand, action or proceeding and the Indemnified Party indemnifying party proposes to accept such settlement and the indemnified party refuses to consent to such settlement, then: (a) the indemnifying party shall not agree be excused from, and the indemnified party shall be solely responsible for, all further defense of such third party claim, demand, action or proceeding; and (b) the maximum liability of the indemnifying party relating to any compromise such third party claim, demand, action or proceeding shall be the amount of the proposed settlement to which if the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheldamount thereafter recovered from the indemnified party on such third party claim, conditioned demand, action or delayed)proceeding is greater than the amount of the proposed settlement.

Procedure. Any 12.5.1 If any Indemnified Party seeking intends to seek indemnification under pursuant to this Article VII 12, such Indemnified Party shall give written notice (a “Claim Notice”) to promptly notify the Indemnifying Party. The Party in writing of such Claim Notice shall include a description describing such Claim in reasonable detail detail; provided, that the failure to provide such notice shall not affect the obligation of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Indemnifying Party in connection with such claimunless it is actually prejudiced thereby. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party that such Claim involves a Claim by a third party with respect to which such against any Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time periodParty, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as to whether the Indemnifying Party will assume the defense of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not may elect to assume the defense of such Third third-party Claim by delivering a written notice to the Indemnified Party, not more than 30 days after the receipt by the Indemnifying Party of the notice of such third-party Claim, stating that the Indemnifying Party will undertake, conduct and control, through counsel of its own choosing (which shall be reasonably satisfactory to the Indemnified Party) and at its own expense, the settlement or defense thereof, and if it so decides, the Indemnified Party may assume consult with the Indemnifying Party in such settlement or defense thereof at such Indemnified Party's sole cost and expense through counsel chosen by the expense Indemnified Party. Notwithstanding anything in this Article 12 to the contrary, the Indemnifying Party may, without the consent of the Indemnifying Indemnified Party, provided that settle or compromise any action or consent to the entry of any judgment which includes as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnified Party of a duly executed and legally effective written release of the Indemnified Group from all liability in respect of such action without imposing any covenants or agreements on any Indemnified Party other than to grant a reciprocal release. The Indemnifying Party shall not agree to be liable for any compromise settlement of any such action or settlement to which the Indemnifying Party has not consented in writing proceeding effected without its written consent, but if settled with its written consent (which consent shall not be unreasonably withheld) or if there be a final judgment for the plaintiff in any such action or proceeding, conditioned the Indemnifying Party agrees to indemnify and hold harmless such Indemnified Party from and against any loss or delayed)liability by reason of such settlement or judgment.

Procedure. Any Indemnified Party seeking (i) If a party hereto seeks indemnification under this Article VII VIII, such party (the “Indemnified Party”) shall give written notice to the other party(ies) (a the “Claim NoticeIndemnifying Party”) promptly after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the claim, the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party promptly shall not relieve the Indemnifying Party of its Liabilities hereunder except to the extent such failure shall have materially harmed the Indemnifying Party. The Claim Notice In that regard, if any action, lawsuit, proceeding, investigation or other claim shall include a description in reasonable detail of (i) the basis forbe brought or asserted by any third party which, and nature ofif adversely determined, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by would entitle the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)indemnity pursuant to Article VIII, the Indemnified Party shall give promptly notify the Indemnifying Party written notice within ten Business Days of receiving written notice the same in writing, specifying in detail the basis of such Third Party Claim. If claim and the facts pertaining thereto and thereafter, the Indemnified Party fails shall deliver to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify Party, promptly after the Indemnified Party’s receipt thereof and the Indemnifying Party’s reasonable request therefor, copies of all notices and documents (including court papers) received by the Indemnified Party with respect relating to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partya third party claim. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt of such notice as be entitled to whether the Indemnifying Party will assume control the defense of such Third action, lawsuit, proceeding, investigation or other claim giving 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 a nationally recognized reputable counsel reasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the Indemnifying Party’s right to assume control of such defense, it must first verify and commit in writing to the Indemnified Party Claim. If that the Indemnifying Party assume agrees to be fully responsible (with no reservation of rights) for all Losses relating to such claims to the defenseextent provided for in this Article VIII (but not subject to the Basket or Cap), (x) and that it will provide full indemnification to the Indemnified Party shall have the right for all Losses relating to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation claim to the Indemnifying Party extent provided for in defending such Third Party Claim. If this Article VIII (but not subject to the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise Basket or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayedCap).

Procedure. Any If a Party (the “Indemnified Party”) seeks indemnification under Section 0 or 0, the Indemnified Party seeking shall: (a) inform the other Party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after it receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Section 0 shall not relieve the Indemnifying Party of its indemnification obligation under this Article VII shall Agreement except and only to the extent that such Indemnifying Party is actually and materially damaged as a result of such failure to give written notice notice); (a “Claim Notice”b) permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to the Indemnified Party; and (c) cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Claim Notice If the Indemnifying Party does not assume control of such defense within [***] days after receiving notice of the claim from the Indemnified Party, the Indemnified Party shall include a description in reasonable detail of (i) control such defense and, without limiting the basis forIndemnifying Party’s indemnification obligations, and nature of, such claimthe Indemnifying Party shall reimburse the Indemnified Party for all costs, including the facts constituting the basis for such claimreasonable attorney fees, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained incurred by the Indemnified Party in connection with such claim. In the event defending itself within [***] days after receipt of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of invoice therefor from the Indemnified Party. The Indemnifying Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall notify keep the Indemnified other Party within thirty (30) days after receipt CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED advised of the status of such notice as to whether the Indemnifying Party will assume action, suit, proceeding or claim and the defense of such Third thereof and shall consider recommendations made by the other Party Claimwith respect thereto. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall have not agree to any settlement of such action, suit, proceeding or claim without the right to participate in such defense and to engage separate counsel prior written consent of its own choosing at its own cost and expense and (y) the Indemnifying Party, which shall not be unreasonably withheld, delayed or conditioned. The Indemnifying Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement claim or consent to which the Indemnified Party has any judgment in respect thereof that does not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party include a complete and includes a unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Partythereto, that imposes any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, or that acknowledges fault by the Indemnified Party may assume without the defense thereof at the expense prior written consent of the Indemnifying Indemnified Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Indemnified Party seeking indemnification under this Article VII shall give written notice (If a “Claim Notice”) to the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party claim by a third party (which term shall include a holder of Dissenting Shares) is made against an Indemnified Party, and if such party intends to seek indemnity 109 with respect to which thereto under this Article VIII, such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), shall promptly notify the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice indemnifying party in writing of such Third Party Claim. If the Indemnified Party fails to provide each claims setting forth such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim to the extent that the Indemnifying Party is prejudiced by such failure of the Indemnified Partyclaims in reasonable detail. The Indemnifying Party indemnifying party shall notify the Indemnified Party within thirty (30) have 10 days after receipt of such notice as to whether undertake, conduct and control, through counsel of its own choosing and at its own expense, the Indemnifying settlement or defense thereof, and the Indemnified Party will assume shall cooperate with it in connection therewith; provided that the Indemnified Party may participate in such settlement or defense through counsel chosen by such Indemnified Party if the fees and expenses of such Third counsel shall be borne by such Indemnified Party. So long as the indemnifying party is reasonably contesting any such claim in good faith, the Indemnified Party Claimshall not pay or settle any such claim. If Notwithstanding the Indemnifying Party assume the defenseforegoing, (x) the Indemnified Party shall have the right to participate pay or settle any such claim; provided that in such defense and event it shall waive any right to engage separate counsel of its own choosing at its own cost and expense and (y) indemnity therefor by the Indemnifying Party shall indemnifying party. If the indemnifying party does not agree to any compromise or settlement to which notify the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement or compromise includes only within 10 days after the payment of monetary damages which shall be paid by the Indemnifying Party and includes a release receipt of the Indemnified Party from all Liability in respect Party's notice of such Third Party Claim. If requested by a claim of indemnity hereunder that it elects to undertake the Indemnifying Partydefense thereof, the Indemnified Party willshall have the right to contest, at settle or compromise the cost and expense claim but shall not thereby waive any right to indemnity therefor pursuant to this Agreement. The indemnifying party shall not, except with the consent of the Indemnifying Indemnified Party, provide reasonable cooperation enter into any settlement that does not include as an unconditional term thereof the giving by the person or persons asserting such claim to all Indemnified Parties an unconditional release from all liability 103 with respect to such claim or consent to entry of any judgment. Notwithstanding the foregoing, following the Closing, each party hereto will afford to the Indemnifying Party other parties hereto, and cause its counsel and its accountants, during normal business hours, reasonable access to the books, records and other data with respect to Holdings and its Subsidiaries, to the extent that such access may be reasonably required by such other parties to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made against them in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)connection with Holdings and its Subsidiaries.

Procedure. Any Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) will be instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 10, such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing within fifteen (15) days and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the Indemnified Party, will retain counsel reasonably satisfactory to the Indemnifying PartyIndemnified Party to represent the Indemnified Party and will pay the fees and expenses of such counsel related to such proceeding. The Claim Notice shall include a description Indemnified Party agrees to cooperate fully with the Indemnifying Party in reasonable detail the defense of (i) the basis for, and nature of, any such claim, including the facts constituting the basis for such claimaction or proceeding, and (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by the Indemnified Party in connection with any litigation resulting from any such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”)proceeding, the Indemnified Party shall give will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (a) the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If and the Indemnified Party fails will have mutually agreed to provide each the retention of such notice within counsel or (b) the named parties to any such time period, proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such fees and expenses will be reimbursed as they are incurred. The Indemnifying Party will not be obligated 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 indemnify the Indemnified Party with respect to from and against any loss or liability by reason of such Third Party Claim to the extent that the settlement or judgment. The Indemnifying Party is prejudiced by such failure will not, without the written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt , effect any settlement of such notice as to whether the Indemnifying Party will assume the defense any pending or threatened proceeding in respect of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect liability on claims that are the subject matter of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed)proceeding.

Procedure. Any Indemnified In the event that a Party seeks indemnification hereunder with respect to a Third Party claim, the Party seeking indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of any Third Party claim in respect of which it intends to claim indemnification under this Article VII shall give written notice (a “Claim Notice”) 15. Any failure to provide the Indemnifying Party. The Claim Notice shall include a description in reasonable detail of (i) Party with any such notice will not relieve the basis for, and nature of, such claim, including the facts constituting the basis for such claim, and (ii) the estimated amount of Indemnifiable Losses Indemnifying Party from any liability that it may have been or reasonably will be sustained by to the Indemnified Party in connection with such claim. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the Indemnifying Party will not be obligated to indemnify the Indemnified Party with respect to such Third Party Claim this Article 15 except to the extent that the ability of the Indemnifying Party to defend such claim is materially prejudiced by such failure of the Indemnified Party’s failure to give such notice. The Indemnifying Party shall notify will have the Indemnified Party within thirty (30) days after receipt of such notice as right to whether the Indemnifying Party will assume the defense of such Third Party Claimany suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing. If the Indemnifying Party assume the defense, (x) the The Indemnified Party shall will have the right to participate in such the defense thereof and to engage separate counsel of its own choosing employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party; provided, that the Indemnified Party will have the right to employ counsel to represent it at the expense of the Indemnifying Party if the Indemnified Party has been advised by its counsel that there are one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party or that there is otherwise a potential conflict between the interests of the Indemnified Party and the Indemnifying Party, in which event the reasonable fees and expenses of such separate counsel will be paid by the Indemnifying Party. If the Indemnifying Party does not assume control of the defense of a Third Party claim within [***] days after the receipt by the Indemnifying Party of the notice required pursuant to this Section 15.2.3, the Indemnified Party will have the right to defend such claim in such manner as it may deem appropriate at the reasonable cost and expense and (y) of the Indemnifying Party. The Party controlling such defense (the “Defending Party”) shall keep the other Party (the “Other Party”) not formally participating in the defense advised of the status of such action, suit, proceeding or claim and the defense thereof. The Other Party shall cooperate as may be reasonably requested in order to ensure the proper and adequate defense of any action, suit, proceeding or claim and the Defending Party shall consider recommendations made by the Other Party with respect thereto. The Defending Party shall not agree to any compromise settlement of such action, suit, proceeding or settlement to which claim, without the Indemnified Party has not consented to in writing (prior written consent of the Other Party, which consent shall not be unreasonably withheld; provided that the Defending Party, conditioned solely to the extent the Defending Party is also the Indemnifying Party, may, without the prior written consent of the Indemnified Party, agree to any settlement of such action, suit, proceeding or delayed) unless claim or consent to any judgment in respect thereof solely to the extent that such settlement or compromise includes only the payment of monetary damages (which shall be are fully paid by the Indemnifying Party), does not impose any injunctive or equitable relief upon the Indemnified Party, does not require any admission or acknowledgment of liability or fault of the Indemnified Party and includes contains a complete and unconditional release of the Indemnified Party from all Liability in liability with respect of such Third Party Claim. If requested by the Indemnifying Party, thereto and does not impose any liability or obligation on the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement to which the Indemnifying Party has not consented in writing (which consent shall not be unreasonably withheld, conditioned or delayed).

Procedure. Any Each Party will notify the other in the event it becomes aware of a claim for which indemnification may be sought hereunder or for which Liability is shared pursuant to this Article 9. In case any proceeding (including any governmental investigation) is instituted involving any Party in respect of which indemnity may be sought pursuant to this Article 9, such Party (the “Indemnified Party”) will promptly notify the other Party (the “Indemnifying Party”) in writing and the Indemnifying Party and Indemnified Party seeking indemnification under this Article VII shall give written notice (a “Claim Notice”) will meet to discuss how to respond to any claims that are the subject matter of such proceeding. The Indemnifying Party, upon request of the Indemnified Party, will retain counsel reasonably satisfactory to the Indemnifying PartyIndemnified Party to represent the Indemnified Party and will pay the fees and expenses of such counsel related to such proceeding. The Claim Notice shall include a description in reasonable detail In any such proceeding, the Indemnified Party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) the basis for, Indemnifying Party and nature of, the Indemnified Party will have mutually agreed to the retention of such claim, including the facts constituting the basis for such claim, and counsel or (ii) the estimated amount of Indemnifiable Losses that have been or reasonably will be sustained by named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party in connection with and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. All such claimfees and expenses incurred pursuant to Section 9.2 or 9.3 will be reimbursed as they are incurred. In the event of any claim, demand, action or proceeding asserted against any Indemnified Party by a third party with respect to which such Indemnified Party may claim indemnification under Section 7.1 (a “Third Party Claim”), the Indemnified Party shall give the Indemnifying Party written notice within ten Business Days of receiving written notice of such Third Party Claim. If the Indemnified Party fails to provide each such notice within such time period, the The Indemnifying Party will not be obligated to indemnify the Indemnified Party liable for any settlement of any proceeding unless effected with respect to such Third Party Claim to the extent that the its written consent. The Indemnifying Party is prejudiced by such failure will not, without the written consent of the Indemnified Party. The Indemnifying Party shall notify the Indemnified Party within thirty (30) days after receipt , effect any settlement of such notice as to whether the Indemnifying Party will assume the defense any pending or threatened proceeding in respect of such Third Party Claim. If the Indemnifying Party assume the defense, (x) the Indemnified Party shall have the right to participate in such defense and to engage separate counsel of its own choosing at its own cost and expense and (y) the Indemnifying Party shall not agree to any compromise or settlement to which the Indemnified Party has not consented to in writing (which consent shall not be unreasonably withheldis, conditioned or delayed) arising out of the same set of facts could have been, a party and indemnity could have been sought hereunder by the Indemnified Party, unless such settlement or compromise includes only the payment of monetary damages which shall be paid by the Indemnifying Party and includes a an unconditional release of the Indemnified Party from all Liability in respect of such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party will, at the cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in defending such Third Party Claim. If the Indemnifying Party elects not to assume the defense of such Third Party Claim, the Indemnified Party may assume the defense thereof at the expense of the Indemnifying Party, provided that the Indemnified Party shall not agree to any compromise or settlement liability on claims to which the Indemnifying Party has not consented indemnity relates that are the subject matter of such proceeding. Notwithstanding the foregoing, if there is a conflict between this Section 9.4 and Section 7.7, the procedures in writing (which consent shall not be unreasonably withheld, conditioned or delayed)Article 7 will control.