Common use of Enforcement Clause in Contracts

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Company hereby in order to induce Indemnitee shall be enforceable by to commence or on behalf continue serving as a director, Designated Officer and/or Designated Employee of the Company, and/or at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and acknowledges that Indemnitee is relying upon this Agreement in any court of competent jurisdiction if commencing or continuing in such capacity. (b) If (i) the claim for a determination is made that Indemnitee is not entitled to indemnification or advances is denied, in whole or in partunder this Agreement, (ii) no disposition an advancement of such claim Expenses, judgments, fines or amounts to be paid in settlement or other amounts pursuant to Section 11 hereof is not made within ninety (90) 15 days after receipt by the Company of a request therefor; therefor, (iii) advancement a determination of Expenses is not timely made entitlement to indemnification pursuant to Section 78 hereof has not been made within 90 days after receipt by the Company of the request therefor, or (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (v) then Indemnitee may bring an action against the Corporation or any other person or entity takes or threatens Company to take recover the unpaid amount of the claim. In the event Indemnitee is required to bring any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, enforce rights or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses collect moneys due under this Agreement, provided the Company shall reimburse Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing such action, whether or not Indemnitee is successful in such action, unless the court or other adjudicative body determines that such action for enforcement brought by Indemnitee was frivolous. (c) In the required undertaking has event that a determination shall have been tendered made pursuant to the Corporation) Section 8 of this Agreement that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Boardindemnification, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) judicial proceeding commenced pursuant to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper this Section 11 shall be conducted in all respects as a defense to de novo trial on the action or create merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by lawChange of Control shall have occurred, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 11 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. case may be. (d) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination in any Proceeding judicial proceeding commenced pursuant to this Section 1211, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced to enforce this Agreement, including a judicial proceeding commenced pursuant to this Section 11, that the procedures and presumptions of this Agreement are not valid, binding and enforceable or that there is not sufficient consideration for this Agreement and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

Enforcement. (a) Any right to indemnification or advances granted by a. The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee shall be enforceable by to serve as a director or on behalf officer of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedCorporation, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made and acknowledges that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare relying upon this Agreement void in continuing as an independent or unenforceable, non-independent director or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementofficer. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the The Corporation shall be precluded from asserting in any judicial proceeding action commenced pursuant to this Section 12 section 15 that the procedures and presumptions of in this Agreement section are not valid, binding binding, and enforceable and shall stipulate in any such court judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in . b. In any Proceeding action commenced pursuant to this Section 1218, absent (i) a misstatement Indemnitee shall be presumed to be entitled to indemnification and advancement of Expenses in accordance with Section 8 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. c. The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a material fact, or an omission of remedy at law will be inadequate. As a material fact necessary to make Indemnitee’s statements not materially misleadingresult, in connection with addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the request for indemnification, or (ii) a prohibition Corporation of such indemnification its obligations under applicable lawthis Agreement.

Enforcement. (ai) Any right The Participant acknowledges that compliance with all provisions, covenants and agreements set forth in this Restricted Share Agreement is reasonable and necessary to indemnification or advances granted by protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (ii) The Participant acknowledges that a breach of the Participant’s obligations under this Section 12 will result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (iii) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement to Indemnitee will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (iv) In the event of the violation by the Participant of any of the covenants contained in Section 12, the terms of each such covenant so violated shall be enforceable automatically extended from the date on which the Participant permanently ceases such violation for a period equal to the period in which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by a court of competent jurisdiction of an order or on behalf judgment enforcing such covenant(s), whichever period is later. (v) The Participant agrees that, in the event of Indemnitee any breach of the restrictive covenants contained in this Restricted Share Agreement, the Company and/or its Subsidiaries and Affiliates shall be entitled to obtain, from any court of competent jurisdiction if jurisdiction, preliminary and permanent injunctive relief to restrain the violation of the terms hereof by the Participant, and all persons acting for or on the Participant’s behalf. (ivi) Each of the claim for indemnification or advances is denied, restrictive covenants contained in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Restricted Share Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or independent of any other person contractual obligations of this Restricted Share Agreement or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication otherwise owed by the Delaware Court Participant to the Company and/or its Subsidiaries and Affiliates. The existence of Chancery any claim or cause of Indemnitee’s entitlement to such indemnification action by the Participant against the Company and/or its Subsidiaries or advancement of ExpensesAffiliates, and the Corporation whether based on this Restricted Share Agreement or otherwise, shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be create a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under enforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement or otherwiseRestricted Share Agreement. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by Each Indemnitor has entered into this Agreement ----------- and assumed the obligations imposed on such Indemnitor hereby in order to induce the Indemnitee to act as a director and/or officer of the Corporation and/or MGM Studios or as an Affiliate Indemnitee and acknowledges that the Indemnitee is relying upon this Agreement in continuing in such capacity. (b) All expenses incurred by the Indemnitee in connection with the preparation and submission of the Indemnitee's request for indemnification hereunder shall be enforceable borne, jointly and severally, by or on behalf the Indemnitors. In the event the Indemnitee has requested payment of Indemnitee in any court of competent jurisdiction if amount under this Agreement and has not received payment thereof within thirty (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (9030) days of request therefor; (iii) advancement such request, the Indemnitee may bring any action to enforce rights or collect moneys due under this Agreement, and, if the Indemnitee is successful in such action, the Indemnitors shall reimburse the Indemnitee for all of Expenses the Indemnitee's fees and expenses in bringing and pursuing such action. If it is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made determined that the Indemnitee is entitled to indemnificationindemnification for part (but not all) of the indemnification so requested, expenses incurred in seeking enforcement of such partial indemnification shall be reasonably prorated among the claims, issues or (v) matters for which the Corporation Indemnitee is entitled to indemnification for claims, issues or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, matter for which the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, is not so entitled. The Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered amounts to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in full extent contemplated by Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, 4 hereof in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawProceeding.

Enforcement. (a1) Any right to indemnification The Employee acknowledges that violation of any of the covenants and agreements set forth in this Section IV would cause the Company or advances granted any of its subsidiaries irreparable damage for which the Company or any of its subsidiaries cannot be reasonably compensated in damages in an action at law, and therefore in the event of any breach by the Employee of this Agreement to Indemnitee Section IV, the Company or its subsidiaries shall be enforceable by or on behalf of Indemnitee in any entitled to make application to a court of competent jurisdiction if for equitable relief by way of injunction or otherwise (i) without being required to post a bond). Employee agrees to pay all of the claim for indemnification or advances is denied, Company's court costs and attorneys' fees incurred in whole or in part, (ii) no disposition enforcing its rights under this Section IV and all other obligations of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to Employee under this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Employment Agreement. IndemniteeThis provision shall not, in such enforcement actionhowever, if successful in whole or in part, shall be entitled to be paid also the Expenses construed as a waiver of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither rights which the failure of the Corporation (including the Board, any committee of the Board, Company or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to subsidiaries may have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification for damages under this Agreement or otherwise, and all of the Company's and its subsidiaries' rights and remedies shall be unrestricted. This Section IV shall survive termination of this Agreement or Termination of Employment for any reason whatsoever. (b2) To If any of the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions provisions of this Agreement are shall otherwise contravene or be invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by invalidate all of the provisions of this Agreement, but rather the Agreement shall be reformed and construed, insofar as the laws of that state or jurisdiction are concerned, as not containing the provision or provisions, but only to the extent that they are contravening or are invalid under the laws of that state or jurisdiction, and the rights and obligations created hereby shall be reformed and construed and enforced accordingly. If a In particular, if any of the covenants or agreements set forth in Section IV, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, or otherwise, the parties hereby expressly agree that the court making such determination shall have been made pursuant the power to reduce the duration and/or the areas of such provision or otherwise limit any such provision, and, in its reduced form, such provision shall then be enforceable. The parties intend that each covenant set forth in this Section IV shall be deemed to be a series of separate covenants, one for each and every county and political subdivision to which it is applicable. (3) The Employee understands that the provisions of this Section IV may limit his ability to earn a livelihood in a business similar to the business of the Company and its subsidiaries but nevertheless agrees and hereby acknowledges that such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company and its subsidiaries and the consideration provided under this Agreement, including, without limitation, any amounts or benefits provided hereunder, is sufficient to compensate the Employee for the restrictions contained in this Section IV. In consideration of the foregoing and in light of the Employee's education, skills and abilities, the Employee agrees that he will not assert, and it should not be considered, that any provisions of this Section IV prevented him from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (4) Each of the covenants of this Section IV is given by the Employee as part of the consideration for this Agreement that Indemnitee is entitled and as an inducement to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant Company to enter into this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with Agreement and accept the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawobligations hereunder.

Enforcement. (a1) Any right to indemnification The Employee acknowledges that violation of any of the covenants and agreements set forth in this Section 4 would cause the Company or advances granted any of its subsidiaries irreparable damage for which the Company or any of its subsidiaries cannot be reasonably compensated in damages in an action at law, and therefore in the event of any breach by the Employee of this Agreement to Indemnitee Section 4, the Company or its subsidiaries shall be enforceable by or on behalf of Indemnitee in any entitled to make application to a court of competent jurisdiction if for equitable relief by way of injunction or otherwise (i) without being required to post a bond). Employee agrees to pay all of the claim for indemnification or advances is denied, Company's court costs and attorneys' fees incurred in whole or in part, (ii) no disposition enforcing its rights under this Section 4 and all other obligations of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to Employee under this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Employment Agreement. IndemniteeThis provision shall not, in such enforcement actionhowever, if successful in whole or in part, shall be entitled to be paid also the Expenses construed as a waiver of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither rights which the failure of the Corporation (including the Board, any committee of the Board, Company or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to subsidiaries may have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification for damages under this Agreement or otherwise, and all of the Company's and its subsidiaries' rights and remedies shall be unrestricted. This Section 4 shall survive termination of this Agreement or Termination of Employment for any reason whatsoever. (b2) To If any of the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions provisions of this Agreement are shall otherwise contravene or be invalid under the laws of any state or other jurisdiction where it is applicable but for such contravention or invalidity, such contravention or invalidity shall not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by invalidate all of the provisions of this Agreement, but rather the Agreement shall be reformed and construed, insofar as the laws of that state or jurisdiction are concerned, as not containing the provision or provisions, but only to the extent that they are contravening or are invalid under the laws of that state or jurisdiction, and the rights and obligations created hereby shall be reformed and construed and enforced accordingly. If a In particular, if any of the covenants or agreements set forth in Section 4, or any part thereof, is held to be unenforceable because of the duration of such provision or the area covered thereby, or otherwise, the parties hereby expressly agree that the court making such determination shall have been made pursuant the power to reduce the duration and/or the areas of such provision or otherwise limit any such provision, and, in its reduced form, such provision shall then be enforceable. The parties intend that each covenant set forth in this Section 4 shall be deemed to be a series of separate covenants, one for each and every county and political subdivision to which it is applicable. (3) The Employee understands that the provisions of this Section 4 may limit his ability to earn a livelihood in a business similar to the business of the Company and its subsidiaries but nevertheless agrees and hereby acknowledges that such provisions do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company and its subsidiaries and the consideration provided under this Agreement, including, without limitation, any amounts or benefits provided hereunder, is sufficient to compensate the Employee for the restrictions contained in this Section 4. In consideration of the foregoing and in light of the Employee's education, skills and abilities, the Employee agrees that he will not assert, and it should not be considered, that any provisions of this Section 4 prevented him from earning a living or otherwise are void, voidable or unenforceable or should be voided or held unenforceable. (4) Each of the covenants of this Section 4 is given by the Employee as part of the consideration for this Agreement that Indemnitee is entitled and as an inducement to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant Company to enter into this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with Agreement and accept the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawobligations hereunder.

Enforcement. (a) Any right to indemnification or advances granted by Each Indemnitor has entered into this Agreement ----------- and assumed the obligations imposed on such Indemnitor hereby in order to induce the Indemnitee to act as a director and/or officer of the Corporation and/or MGM Inc. or as an Affiliate Indemnitee and acknowledges that the Indemnitee is relying upon this Agreement in continuing in such capacity. (b) All expenses incurred by the Indemnitee in connection with the preparation and submission of the Indemnitee's request for indemnification hereunder shall be enforceable borne, jointly and severally, by or on behalf the Indemnitors. In the event the Indemnitee has requested payment of Indemnitee in any court of competent jurisdiction if amount under this Agreement and has not received payment thereof within thirty (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (9030) days of request therefor; (iii) advancement such request, the Indemnitee may bring any action to enforce rights or collect moneys due under this Agreement, and, if the Indemnitee is successful in such action, the Indemnitors shall reimburse the Indemnitee for all of Expenses the Indemnitee's fees and expenses in bringing and pursuing such action. If it is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made determined that the Indemnitee is entitled to indemnificationindemnification for part (but not all) of the indemnification so requested, expenses incurred in seeking enforcement of such partial indemnification shall be reasonably prorated among the claims, issues or (v) matters for which the Corporation Indemnitee is entitled to indemnification for claims, issues or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, matter for which the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, is not so entitled. The Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered amounts to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in full extent contemplated by Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, 4 hereof in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawProceeding.

Enforcement. (a) Any right to indemnification or advances granted by The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee shall be enforceable by to serve as a director or on behalf officer of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedCorporation, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made and acknowledges that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare relying upon this Agreement void in continuing as a director or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementofficer. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the The Corporation shall be precluded from asserting in any judicial proceeding action commenced pursuant to this Section 12 section 15 that the procedures and presumptions of in this Agreement section are not valid, binding binding, and enforceable and shall stipulate in any such court judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. If a determination shall have been made . (b) In any action commenced pursuant to this section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation's stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee's rights hereunder that the Corporation's obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee's rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this section 15 that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the Corporation shall be bound expenses incurred by such determination Indemnitee in any Proceeding commenced connection with an action pursuant to this Section 12section 15 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, absent (i) if a misstatement by Change in Control shall have occurred, Indemnitee of a material fact, or an omission of a material fact necessary shall be entitled to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawthis section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This section 15(d) is not subject to the provisions of section 8.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) The Executive acknowledges that the claim for indemnification Company will suffer substantial and irreparable damages not readily ascertainable or advances is deniedcompensable in terms of money in the event of the breach of any of the Executive’s obligations under Sections 9(a) through (d) hereof. The Executive therefore agrees that the provisions of Sections 9(a) through (d) shall be construed as an agreement independent of the other provisions of this Agreement and any other agreement and that the Company, in whole or in partaddition to any other remedies (including damages) provided by law, shall have the right and remedy to have such provisions specifically enforced by any court having equity jurisdiction thereof. (ii) no disposition If at any time any of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation Section 9 shall be bound determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 shall be considered divisible and shall become and be immediately amended to only such determination area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and the Executive agrees that this Section 9 as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. (iii) The Executive agrees to cooperate with the Company, during the Employment Period and thereafter (including following the Executive’s termination of employment for any reason), by making himself reasonably available to testify on behalf of the Company or any of its affiliates in any Proceeding commenced pursuant to this Section 12action, absent (i) a misstatement by Indemnitee of a material factsuit, or an omission of a material fact necessary proceeding, whether civil, criminal, administrative, or investigative, and to make Indemniteeassist the Company, or any affiliate, in any such action, suit, or proceeding, by providing information and meeting and consulting with the Company’s statements Board or its representatives or counsel, or representatives or counsel to the Company, or any affiliate as reasonably requested; provided, however, that the same does not materially misleadinginterfere with his then current professional activities and is not contrary to the best interests of the Executive. The Company agrees to reimburse the Executive, on an after-tax basis, for all expenses actually incurred in connection with the request for indemnification, his provision of testimony or (ii) a prohibition of such indemnification under applicable lawassistance.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementtherefor. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s Agent's claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 3 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreementexpenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Corporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Section 3 4 hereof. Neither the failure of the Corporation (including the Board, any committee its Board of the Board, Directors or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee its Board of the Board, Directors or the Corporation’s stockholders, or any subgroup of such directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise. . Any determination, election, or authorization (ba "Determination") To the fullest extend not prohibited permitted or required herein to be made by law, the Corporation when made by the Board of Directors, shall be precluded from asserting made in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate manner set out in any such court that the Corporation following sentence when the Determination is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) to authorize Agent to initiate a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with proceeding against the request for indemnification, or Corporation under paragraph 4(f) hereof; (ii) to participate in a prohibition proceeding under paragraph 7(a) hereof; or (iii) to assume the defense under paragraph 7(b) hereof. A Determination made by the Board of Directors under the proceeding sentence shall require only a quorum of one-third of the exact number of directors of the Corporation fixed from time to time in accordance with the Certificate of Incorporation if such indemnification Determination is to authorize Agent to bring an action under applicable law(i) above, to cause the Corporation to participate in a proceeding under (ii) above, and/or to assume a defense of an action against Agent under (iii) above.

Enforcement. (a1) Any right The Participant acknowledges that compliance with all provisions, covenants and agreements set forth in this Agreement, and the duration, terms and geographical area thereof, are reasonable and necessary to indemnification or advances granted by protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (2) The Participant acknowledges that a breach of the Participant’s obligations under this Section 11 will result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (3) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement to Indemnitee will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (4) In the event of the violation by the Participant of any of the covenants contained in Section 11 the terms of each such covenant so violated shall be enforceable automatically extended from the date on which the Participant permanently ceases such violation for a period equal to the period in which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by or on behalf of Indemnitee in any a court of competent jurisdiction of an order or judgment enforcing such covenant(s), whichever period is later; provided, however, this extension of time shall be capped, except as to violations of Section 11(d), so that the extension of time does not exceed two years from the date Participant’s employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied. (i5) Each of the claim for indemnification or advances is denied, restrictive covenants contained in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its Subsidiaries and Affiliates. Further, should Participant be subject to an agreement with the Company containing confidentiality, non-solicitation, and/or noncompetition provisions, the restrictive covenants in this Agreement shall supplement (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vrather than supersede) the Corporation or any covenants in such other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesagreements (“Other Covenants”), and the Corporation Other Covenants shall remain in full force and effect. The existence of any claim or cause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, whether based on this Agreement or otherwise, shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be create a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under enforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement or otherwiseAgreement. (b6) To the fullest extend not prohibited by lawUnless otherwise stated in Section 11(h), the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions Participant received a copy of this Agreement are not valid, binding and enforceable and shall stipulate at least fourteen (14) days in any such court advance of the date Participant was expected to sign it. Participant understands that the Corporation is bound by all the provisions of Company has advised them to use this Agreement. If a determination shall have been made pursuant time to consult with an attorney regarding this Agreement and that Indemnitee is entitled Participant has a right to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawdo so.

Enforcement. (a) Any right If Indemnitee has not received a determination of entitlement to indemnification or advances granted by an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be enforceable by or on behalf of Indemnitee entitled to commence an action in any court of competent jurisdiction if (including the court in which the Proceeding (as to which Indemnitee seeks indemnification) is or was pending) (i) in the claim for indemnification former case, seeking enforcement of Indemnitee's rights under this Agreement or advances is deniedotherwise, in whole or in partseeking an initial determination by the court, or (ii) no disposition of in the latter case, challenging any such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person aspect thereof, including the legal or entity takes or threatens factual bases therefor. The Company hereby consents to take any action service of process and to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek appear generally in any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claimproceeding. It shall be a defense to any such action that applicable law does not permit the Company to indemnify Indemnitee for which a claim for the amount claimed. In any such action, the Company shall have the burden of proving that indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that advances are not proper in the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because circumstances of the limitations set forth in Section 3 hereofspecific case. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) Company to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in under the circumstancescircumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Corporation (including the BoardCompany that Indemnitee has not met such standard of conduct, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is has not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation met that standard of conduct. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that indemnify Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement for Expenses incurred by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnificationsuccessful establishment or enforcement, in whole or (ii) a prohibition in part, by Indemnitee of such Indemnitee's right to indemnification under applicable lawor advances.

Enforcement. (a) Any QED shall be solely responsible for defense and enforcement of QED Intellectual Property and Program Intellectual Property owned by QED, but in each case subject to the provisions of Section 5.4(b) with respect to enforcement within the ViewRay Domain. ViewRay shall be solely responsible for the defense and enforcement of ViewRay Intellectual Property and Program Intellectual Property owned by ViewRay. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (b) QED shall have the first option to pursue any enforcement of QED Intellectual Property and Program Intellectual Property owned by QED within the ViewRay Domain; provided, that QED pays all costs and expenses related to the same, keeps ViewRay reasonably informed of its progress and provides ViewRay with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. QED’s costs and expenses in prosecuting or defending such matters shall be subject to reimbursement in accordance with Section 5.4(d). QED shall notify ViewRay of its decision to exercise its right to indemnification enforce or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) defend such intellectual property within the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ViewRay Domain not later than ninety (90) days following its discovery or receipt of request therefor; notice of the alleged infringement. (c) If (i) QED notifies ViewRay that it will not exercise its option to enforce any intellectual property in accordance with Section 5.4(b); (ii) ViewRay and QED have not otherwise agreed not to pursue or defend against such infringement for business reasons; (iii) advancement of Expenses is QED has not timely made pursuant persuaded the alleged infringer to Section 7desist or the person alleging the infringement to forebear, (iv) payment of indemnification pursuant to this Agreement QED is not made diligently pursuing an infringement action or diligently defending the validity or enforceability of such intellectual property within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, the ViewRay Domain; or (v) QED has not provided ViewRay with evidence of bona fide negotiations of an acceptable sublicense agreement with the Corporation alleged infringer or any other person alleging infringement, then ViewRay shall have the right to pursue legal action against the alleged infringer or entity takes or threatens to take control of any action to declare this Agreement void or unenforceableinitiated by, or institutes any litigation or other action or proceeding designed to denybeing defended by, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of IndemniteeQED at ViewRay’s entitlement to such indemnification or advancement of Expenses, own cost and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseexpense. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right If the Secured Indebtedness is not paid in full when the same shall become due, whether by acceleration or otherwise, Grantee, at its option, may sell all or any part of the Property at public sale or sales before the door of the courthouse of the county in which the Property or any part of the Property is situated, to indemnification the highest bidder for cash, in order to pay the Secured Indebtedness and all expenses of the sale and of all proceedings in connection therewith, including reasonable attorneys’ fees actually incurred, after advertising the time, place, and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which Sheriff’s sales are advertised in such county. At any such public sale, Grantee may execute and deliver to the purchaser a conveyance of the Property or advances granted by any part of the Property in fee simple, with full warranties of title, and to this Agreement end, Grantor hereby constitutes and appoints Grantee the agent and attorney-in-fact of Grantor to Indemnitee make such sale and conveyance, and thereby to divest Grantor of all right, title, or equity that Grantor may have in and to the Property and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of such agent and attorney-in-fact are hereby ratified and confirmed and any recitals in such conveyance or conveyances as to facts essential to a valid sale shall be enforceable binding upon Grantor. Such power of sale and agency hereby granted are coupled with an interest and are irrevocable by death or on behalf otherwise, and are granted as cumulative of Indemnitee the other remedies provided hereby or by law for collection of the Secured Indebtedness and shall not be exhausted by one exercise thereof but may be exercised until full payment of all of the Secured Indebtedness. In the event of any sale under this Security Deed by virtue of the exercise of the powers herein granted, or pursuant to any order in any court of competent jurisdiction if (i) judicial proceeding or otherwise, the claim for indemnification or advances is denied, in whole Property may be sold as an entirety or in partseparate parcels and in such manner or order as Grantee in its sole discretion may elect, (ii) no disposition and one or more exercises of the powers herein granted shall not extinguish, nor exhaust such powers, until the entire Property is sold or the Secured Indebtedness is paid in full. If the Secured Indebtedness is now or hereafter further secured by any chattel mortgages, pledges, contracts of guaranty, assignments of lease or other security instruments, Grantee may at its option exhaust the remedies granted under any of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, security instruments either concurrently or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesindependently, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseorder as Grantee may determine. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions If an Event of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination Default shall have been made pursuant occurred and be continuing, Grantee may, in addition to this Agreement that Indemnitee is entitled to indemnificationand not in abrogation of the rights covered under Section 2.05(a), the Corporation shall be bound either with or without entry or taking possession as herein provided or otherwise, proceed by such determination a suit or suits in law or in equity or by any Proceeding commenced pursuant to this Section 12, absent other appropriate proceeding or remedy (i) a misstatement by Indemnitee to enforce payment of a material factthe Obligations or the performance of any term, covenant, condition, or an omission agreement of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, this Security Deed or any other right and (ii) a prohibition of to pursue any other remedy available to it, all as Grantee shall determine most effectual for such indemnification under applicable lawpurposes.

Enforcement. (a) Any right to indemnification or advances granted by The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee shall be enforceable by to serve as a director or on behalf officer of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedCorporation, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made and acknowledges that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare relying upon this Agreement void in continuing as a director or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementofficer. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the The Corporation shall be precluded from asserting in any judicial proceeding action commenced pursuant to this Section 12 section 15 that the procedures and presumptions of in this Agreement section are not valid, binding binding, and enforceable and shall stipulate in any such court judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. If a determination shall have been made . (b) In any action commenced pursuant to this section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this section 15 that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the Corporation shall be bound expenses incurred by such determination Indemnitee in any Proceeding commenced connection with an action pursuant to this Section 12section 15 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, absent (i) if a misstatement by Change in Control shall have occurred, Indemnitee of a material fact, or an omission of a material fact necessary shall be entitled to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawthis section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This section 15(d) is not subject to the provisions of section 8.

Enforcement. 12.1 Nothing in this Agreement prevents the Council from exercising any function under the Act or any other Act or law relating to the enforcement of any aspect of this Agreement (including the breach of this Agreement by the Developer) or any matter to which this Agreement relates. 12.2 Until such time as the Development Contribution has been paid in full, an Occupation Certificate must not be issued and the Developer must: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee notify the Council in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because writing of the limitations set forth in Section 3 hereof. Neither name and contact details of any Certifying Authority to which it has applied for an Occupation Certificate at the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) same time that such indemnification application is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.made; (b) To at the fullest extend not prohibited by law, time it lodges any application for an Occupation Certificate notify the Corporation shall be precluded Certifying Authority in writing of the existence and terms of this Agreement; (c) procure and provide to Council a written acknowledgement from asserting in any judicial proceeding commenced pursuant the Certifying Authority addressed to this Section 12 Council confirming that the procedures Certifying Authority will not issue an Occupation Certificate until Council provides written confirmation that the Development Contribution has been paid; and (d) not rely on any Occupation Certificate in respect to the Development. 12.3 The Developer acknowledges and presumptions agrees that: (a) the Land is charged with the payment to Council of the Development Contribution until the Development Contribution is paid in full to Council; (b) Council has a caveatable interest in the Land from the later of the date of the Development Consent and this Agreement until the Development Contribution and any other monies due to Council under this Agreement are not validpaid in full to Council; (c) Council has the right to lodge and maintain a caveat against the title to the Land to notify of and protect its interest created by this Agreement (including the charge in (a), binding until the Development Contribution and enforceable and shall stipulate any other monies due to Council under this Agreement are paid in any such court that full to Council; (d) unless the Corporation Development Contribution is bound paid to Council by all the provisions of Developer upon entering into this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation Developer shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection provide Council with the Caveat Form; and (e) upon payment of the Development Contribution or surrender of the Development Consent, the Developer may request for indemnificationin writing the removal of the caveat from the title to the Land. The Council will not withhold its consent to such removal, or (ii) a prohibition provided the Developer pays all reasonable costs, expenses and fees of the Council relating to such indemnification removal and has complied with all its obligations under applicable lawthis Agreement.

Enforcement. Any Holder may in any proceedings against the Issuer or to which the Holder and the Issuer are parties protect and enforce in its own name its rights arising under the Notes on the basis of (a) Any right to indemnification or advances granted a certificate issued by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if its Custodian (as defined below) (i) stating the claim for indemnification or advances is denied, in whole or in partfull name and address of the Holder, (ii) no disposition specifying an aggregate principal amount of Notes credited on the date of such claim is made within ninety (90) days of request therefor; statement to such Holder’s securities account maintained with such Custodian, and (iii) advancement of Expenses is not timely made confirming that the Custodian has given written notice to DTC and the Registrar containing the information pursuant to Section 7, (ivi) payment and (ii) and bearing acknowledgements of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) DTC and the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesrelevant DTC participant, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To copies of the fullest extend not prohibited Global Certificate(s) certified as being true copies by lawa duly authorized officer of DTC or the Registrar. For purposes of the foregoing, “Custodian” means any bank or other financial institution of recognized standing authorized to engage in securities custody business with which the Corporation shall be precluded from asserting Holder maintains a securities account in any judicial proceeding commenced pursuant to this Section 12 that respect of the procedures Notes and presumptions includes DTC and its participants. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED HOLDER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN, AND IS WITHOUT ANY LEGAL EFFECT. CUSIP NO. _______ [Title of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound securities] issued by all KfW (the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.“Issuer”)

Enforcement. 12.1 Nothing in this Agreement prevents the Council from exercising any function under the Act or any other Act or law relating to the enforcement of any aspect of this Agreement (including the breach of this Agreement by the Developer) or any matter to which this Agreement relates. 12.2 Until such time as the Development Contribution has been paid in full, an Occupation Certificate must not be issued and the Developer must: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee notify the Council in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because writing of the limitations set forth in Section 3 hereof. Neither name and contact details of any Certifying Authority to which it has applied for an Occupation Certificate at the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) same time that such indemnification application is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.made; (b) To at the fullest extend not prohibited by law, time it lodges any application for an Occupation Certificate notify the Corporation shall be precluded Certifying Authority in writing of the existence and terms of this Agreement; (c) procure and provide to Council a written acknowledgement from asserting in any judicial proceeding commenced pursuant the Certifying Authority addressed to this Section 12 Council confirming that the procedures Certifying Authority will not issue an Occupation Certificate until Council provides written confirmation that the Development Contribution has been paid; and (d) not rely on any Occupation Certificate in respect to the Development. 12.3 The Developer acknowledges and presumptions agrees that: (a) the Land is charged with the payment to Council of the Development Contribution until the Development Contribution is paid in full to Council; (b) Council has a caveatable interest in the Land from the later of the date of the Development Consent and this Agreement until the Development Contribution and any other monies due to Council under this Agreement are not validpaid in full to Council; (c) Council has the right to lodge and maintain a caveat against the title to the Land to notify of and protect its interest created by this Agreement (including the charge in (a), binding until the Development Contribution and enforceable and shall stipulate any other monies due to Council under this Agreement are paid in any such court that full to Council; (d) unless the Corporation Development Contribution is bound paid to Council by all the provisions of Developer upon entering into this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation Developer shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection provide Council with the Caveat Form; and (e) Upon payment of the Development Contribution or surrender of the Development Consent, the Developer may request for indemnificationin writing the removal of the caveat from the title to the Land. The Council will not withhold its consent to such removal, or (ii) a prohibition provided the Developer pays all reasonable costs, expenses and fees of the Council relating to such indemnification removal and has complied with all its obligations under applicable lawthis Agreement.

Enforcement. Upon the happening of any Event of Default, the security granted herein shall become immediately enforceable and the Vendors may at its option declare this Security Agreement to be in default and may exercise any rights, powers or remedies available to the Vendors at law or in equity or under the PPSA or other applicable legislation and, in addition, may exercise one or more of the following rights, powers or remedies, which rights, powers and remedies are cumulative: (a) Any to declare the full amount of the Obligations to be immediately due and payable; (b) to terminate the Debtor's right to indemnification possession of the Collateral, cause the Debtor to immediately assemble and deliver the Collateral at such place or advances granted places as may be specified by this Agreement the Vendors, and enter upon the premises where the Collateral is located and take immediate possession thereof, whether it is affixed to Indemnitee the realty or not, and remove the Collateral without liability to the Vendors for or by reason of such entry or taking of possession, whether for damage to property caused by taking such or otherwise; (c) to enter upon and hold, possess, use, repair, preserve and maintain all or any part of the Collateral and make such replacements thereof and additions thereto as the Vendors shall deem advisable; (d) to sell, for cash or credit or part cash and part credit, lease or dispose of or otherwise realize upon the whole of any part of the Collateral whether by public or private sale as the Vendors in its absolute discretion may determine, in accordance with applicable law, without notice to the Debtor or advertisement and after deducting from the proceeds of sale (including reasonable legal fees and disbursements) incurred in the repossession, sale, lease or other disposition of the Collateral apply the proceeds thereof to the Obligations in the manner and order to be enforceable determined by the Vendors, provided however that the Vendors shall only be liable to account to the Debtor, any subsequent encumbrancers and others for money actually received by the Vendors and provided that the Debtor shall pay any deficiency forthwith; (e) to appoint by instrument in writing any person or on behalf persons to be a receiver or receiver and manager of Indemnitee all or any portion of the Collateral, to fix the receiver's remuneration and to remove any receiver so appointed and appoint another or others in its stead; (f) to apply to any court of competent jurisdiction if (i) for the claim appointment of a receiver or receiver and manager for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation all or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because portion of the limitations set forth Collateral; (g) to retain the Collateral in Section 3 hereof. Neither the failure satisfaction of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseObligations. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a1) Any right The Participant acknowledges that compliance with all provisions, covenants and agreements set forth in this Agreement, and the duration, terms and geographical area thereof, are reasonable and necessary to indemnification or advances granted by protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (2) The Participant acknowledges that a breach of the Participant’s obligations under this Section 11 may result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (3) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement to Indemnitee will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (4) In the event of the violation by the Participant of any of the covenants contained in Section 11 the terms of each such covenant so violated shall be enforceable automatically extended from the date on which the Participant permanently ceases such violation for a period equal to the period in which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by or on behalf of Indemnitee in any a court of competent jurisdiction of an order or judgment enforcing such covenant(s), whichever period is later; provided, however, this extension of time shall be capped, except as to violations of Section 11(d), so that the extension of time does not exceed two years from the date Participant’s employment ended, and if this extension would make the restriction unenforceable under applicable law it will not be applied. (i5) Each of the claim for indemnification or advances is denied, restrictive covenants contained in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten independent of any other contractual obligations of this Agreement or otherwise owed by the Participant to the Company and/or its Subsidiaries and Affiliates. Further, should Participant be subject to an agreement with the Company containing confidentiality, non-solicitation, and/or noncompetition provisions, the restrictive covenants in this Agreement shall supplement (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vrather than supersede) the Corporation or any covenants in such other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesagreements (“Other Covenants”), and the Corporation Other Covenants shall remain in full force and effect. The existence of any claim or cause of action by the Participant against the Company and/or its Subsidiaries or Affiliates, whether based on this Agreement or otherwise, shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be create a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under enforcement by the Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in this Agreement or otherwiseAgreement. (b6) To the fullest extend not prohibited by lawUnless otherwise stated in Section 11(h), the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions Participant received a copy of this Agreement are not valid, binding and enforceable and shall stipulate at least fourteen (14) days in any such court advance of the date Participant was expected to sign it. Participant understands that the Corporation is bound by all the provisions of Company has advised them to use this Agreement. If a determination shall have been made pursuant time to consult with an attorney regarding this Agreement and that Indemnitee is entitled Participant has a right to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawdo so.

Enforcement. (a) Any right If Indemnitee has not received a determination of entitlement to indemnification or advances granted by an advance, as the case may be, within the applicable time periods for such actions specified in this Agreement Agreement, or if it has been determined that Indemnitee substantively would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall be enforceable by or on behalf of Indemnitee entitled to commence an action in any court of competent jurisdiction if (including the court in which the Proceeding as to which Indemnitee seeks indemnification is or was pending) (i) in the claim for indemnification former case, seeking enforcement of Indemnitee’s rights under this Agreement or advances is deniedotherwise, in whole or in partseeking an initial determination by the court, or (ii) no disposition of in the latter case, challenging any such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person aspect thereof, including the legal or entity takes or threatens factual bases therefor. The Company hereby consents to take any action service of process and to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek appear generally in any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claimproceeding. It shall be a defense to any such action that applicable law does not permit the Company to indemnify Indemnitee for which a claim for the amount claimed. In any such action, the Company shall have the burden of proving that indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that advances are not proper in the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because circumstances of the limitations set forth in Section 3 hereofspecific case. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) Company to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in under the circumstancescircumstances because Indemnitee has met the standard of conduct under applicable law, nor an actual determination by the Corporation (including the BoardCompany that Indemnitee has not met such standard of conduct, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is has not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation met that standard of conduct. The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that indemnify Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement for Expenses incurred by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnificationsuccessful establishment or enforcement, in whole or (ii) a prohibition in part, by Indemnitee of such his right to indemnification under applicable lawor advances.

Enforcement. (a1) Any right to indemnification or advances granted by this Agreement to Indemnitee Section 21 of the Conveyancing and Law of Property Act (Cap. 61) (the “Act”) shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant apply to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseAssignment. (b2) To If the fullest extend Mortgagor shall fail to pay satisfy or discharge when due (or on demand, if the same is expressed to be payable on demand) any part or parts of the moneys and liabilities payable by the Mortgagor hereunder or if any time and for any reason (and whether within or beyond the control of any party to this Assignment) any other Event of Default shall occur, the Mortgagee may at any time thereafter, whether or not prohibited any such Event of Default is continuing and notwithstanding any other provisions contained herein or in the Mortgage, by notice in writing to the Mortgagor that an Event of Default has occurred whereupon all moneys and liabilities due owing or payable by the Mortgagor to the Mortgagee hereunder shall become immediately due and payable and the security hereby created shall become immediately enforceable and the power of sale and all other powers conferred by the Act and/or this Assignment shall arise and may be immediately exercised by the Mortgagee. The Mortgagee may exercise the power of sale conferred on mortgagees by the Act (as varied and extended by this Assignment) free from the restrictions imposed by Section 25 thereof. (3) The powers conferred by this Assignment in relation to the Assigned Property or any part thereof on the Mortgagee shall be in addition to and not in substitution for the powers conferred on mortgagees under the Act, which shall apply to the security created by this Assignment except insofar as they are expressly or impliedly excluded. Where there is any ambiguity or conflict between the powers contained in the Act and those conferred by this Assignment as aforesaid or where the powers in this Assignment are more extensive or less restricted than those provided by the Act, then the terms of this Assignment shall prevail to the extent permitted by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Article VI shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Agreement Article VI to Indemnitee a director or officer shall be enforceable by or on behalf of Indemnitee the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementtherefor. Indemnitee, The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s his claim. It In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking claimant has been tendered not met the standards of conduct that make it permissible under the Delaware General Corporation Law or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the Corporation) that Indemnitee is not entitled to indemnification because best interests of the limitations set forth in Section 3 hereofcorporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee the claimant is proper in the circumstancescircumstances because he has met the applicable standard of conduct set forth in the Delaware General Corporation Law or any other applicable law, nor an actual determination by the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s stockholders, or any subgroup of such directors or its stockholders) that the claimant has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to indemnification be indemnified, or to such advancement of expenses, under this Agreement Article VI or otherwise. (b) To the fullest extend not prohibited by law, the Corporation otherwise shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that on the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawcorporation.

Enforcement. (a) Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Article IV shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the Corporation and the director or officer. Any right to indemnification or advances granted by this Agreement Article IV to Indemnitee a director or officer shall be enforceable by or on behalf of Indemnitee the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7therefor. To the extent permitted by law, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s the claim. It In connection with any claim for indemnification, the Corporation shall be entitled to raise as a defense to any such action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking claimant has been tendered not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the Corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the Corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the Corporation) that Indemnitee is not for advances, the Corporation shall be entitled to indemnification because raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the limitations set forth in Section 3 hereofCorporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his or her conduct was lawful. Neither the failure of the Corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee the claimant is proper in the circumstancescircumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the Corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s stockholders, or any subgroup of such directors or its stockholders) that the claimant has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to indemnification be indemnified, or to such advancement of expenses, under this Agreement Article IV or otherwise. (b) To the fullest extend not prohibited by law, the Corporation otherwise shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that on the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawCorporation.

Enforcement. (a) Any Each party shall promptly inform the other party of any suspected infringement of any of DOV Patents by a third party and provide the other party with any available evidence of such suspected infringement. DOV shall have the sole right, but not the obligation, to institute any claim, suit or proceeding against an infringer or a presumed infringer of the DOV Patents in the Field, and the first right, but not the obligation, to institute any claim, suit or proceeding against an infringer or a presumed infringer of the DOV Patents in the Retained Rights Field. DOV, at its sole expense, shall control the prosecution of any such suit or claim, including without limitation the choice of counsel and shall settle or dispose of any such suit or claim, provided, however, that DOV shall have no right to indemnification diminish any of the rights granted to Wyeth hereunder in settling or advances granted by this Agreement disposing of any such claim. Wyeth shall provide DOV with all reasonable assistance (other than financial), at DOV’s expense, required to Indemnitee shall be enforceable by institute and maintain such proceedings. In the event that DOV fails to initiate action to obtain a discontinuance of the alleged infringement of the DOV Patents as a result of the manufacture, use, import or on behalf sale of Indemnitee a Product or Marketed Product in any court of competent jurisdiction if the Retained Rights Field within one hundred eighty (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10180) days after notice is given by one party to the other of such alleged infringement, Wyeth, at its own expense, shall have the right, but not the obligation, to institute negotiations or legal proceedings with respect to such infringement. In such event, Wyeth shall control the prosecution of any such suit or claim, including without limitation the choice of counsel and shall settle or dispose of any such suit or claim (subject to DOV’s involvement), provided, however, that Wyeth shall have no right to diminish any of the rights retained by DOV hereunder in settling or disposing of any such suit or claim. DOV shall provide Wyeth with all reasonable assistance (other than financial), at Wyeth’s expense, required to institute and maintain such proceedings. In the event either party enforces the DOV Patents against the manufacture, use, import or sale of a determination has been made that Indemnitee is entitled to indemnificationProduct or Marketed Product in the Retained Rights Field, or (v) and obtains any Recovery from the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceablealleged third party infringer, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee enforcing party shall be entitled to an adjudication retain from such Recovery the costs and expenses incurred by the Delaware Court of Chancery of Indemnitee’s entitlement to it in taking action against such indemnification or advancement of Expenses, third party and the Corporation shall not oppose Indemnitee’s right to seek remainder of any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, Recovery shall be entitled retained by Wyeth if Wyeth is the enforcing party or paid to be paid also Wyeth if DOV is the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseenforcing party. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by The Company unconditionally and irrevocably agrees that its execution of this Agreement to Indemnitee shall also constitute a stipulation by which it shall be enforceable by or on behalf of Indemnitee irrevocably bound in any court or arbitration in which a proceeding by Indemnitee for enforcement of competent jurisdiction if (i) his rights shall have been commenced, continued or appealed that its obligations set forth in this Agreement are unique and special, and that failure of the claim Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to Indemnitee, for indemnification or advances is deniedwhich a remedy at law will be inadequate. As a result, in whole addition to any other right or remedy he may have at law or in part, (ii) no disposition equity with respect to a violation of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunderAgreement, Indemnitee shall be entitled to an adjudication injunctive or mandatory relief directing specific performance by the Delaware Court Company of Chancery its obligations under this Agreement. The Company further irrevocably stipulates and agrees that (i) it shall not, except in good faith, raise any objections not specifically relating to the merits of Indemnitee’s entitlement to such indemnification or advancement of Expensesclaim, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, (ii) if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior was made or deemed to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement the provisions of Section 4 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable, (iii) the Company shall be bound, in any Proceeding commenced pursuant to such proceeding, by all provisions of this Section 12Agreement (including, absent but not limited to, Sections 4(b) and 4(c) hereof) and (iiv) a misstatement the Company shall not assert any rights of set-off against Indemnitee except for money borrowed by Indemnitee from the Company. (b) In the event that Indemnitee is subject to or intervenes in any legal action in which the validity or enforceability of a material factthis Agreement is at issue or institutes any legal action, for specific performance or otherwise, to enforce his rights under, or an omission to recover damages for breach of, this Agreement, Indemnitee shall, within 30 days after written request to the Company therefor (and submission of reasonable evidence of the amount thereof), and unless there is a material fact necessary to make Indemnitee’s statements not materially misleadingspecific judicial finding that Indemnitees suit was frivolous, be indemnified by the Company against all costs and expenses (including attorneys’ fees and disbursements) incurred by him in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawtherewith.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee Each Party shall be enforceable by or on behalf promptly notify the other Party of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedinfringement, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnificationmisappropriation, or (v) other violation by a Third Party of any of the Corporation or Licensed Technology of which it becomes aware, including any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceabledeclaratory judgment, opposition, or institutes any litigation or other similar action or proceeding designed to denyalleging the invalidity, unenforceability, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance non-infringement with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered respect to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation Licensed Technology (including the Boardcollectively, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise“Competing Infringement”). (b) To Subject to Section 3.6, to the fullest extend not prohibited by lawextent such Competing Infringement is related to Licensed Technology primarily related to HBV or HIV, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination Gilead shall have been made pursuant the first right (but not the obligation) to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in bring and control any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, legal action in connection with the request for indemnificationCompeting Infringement at its own expense as it reasonably determines appropriate, and Hookipa shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Gilead does not wish to bring an action or proceeding with respect to, or to otherwise terminate, any such infringement of any Licensed Technology, then it shall provide written notice thereof to Hookipa: (i) within [***] following the notice of alleged Competing Infringement; or (ii) a prohibition prior to [***] months before the time limit, if any, specified under Applicable Laws for the filing of such indemnification actions, whichever comes first, then, upon receipt of such notice (or, if no such notice is provided by Gilead, upon the earlier of (i) and (ii)), Hookipa shall have the right (but not the obligation) to bring and control any such action at its own expense and by counsel of its own choice, and Gilead shall have the right, at its own expense, to be represented in any such action by counsel of its own choice; provided, however, that if Gilead notifies Hookipa in writing prior to [***] days before such time limit for the filing of any such action that Gilead intends to the such action before the time limit, then Gilead shall be obligated to the such action before the time limit and to reimburse Hookipa for its reasonable and documented costs and expenses (including reasonable attorneys’ and professional fees) incurred in connection with Hookipa’s preparation of such action, and Hookipa shall not have the right to bring and control such action. (c) At the request and expense of the Party prosecuting the relevant action pursuant to Section 11.3(b), the other Party shall provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery, and joining as a party to the action if required. CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. (d) In connection with any proceeding pursuant to Section 11.3(b), the Party bringing and controlling an enforcement action shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Licensed Technology without first obtaining, in each case, the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned, or delayed. (e) To the extent such Competing Infringement is related to Licensed Technology not primarily related to HBV or HIV, Hookipa shall have the first right (but not the obligation) to bring and control any legal action in connection with the Competing Infringement at its own expense as it reasonably determines appropriate, and Gilead shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Hookipa fails to bring an action or proceeding with respect to, or to otherwise terminate, any such infringement of any Licensed Technology: (i) within [***] days following the notice of alleged Competing Infringement; or (ii) prior to [***] months before the time limit, if any, specified under applicable lawApplicable Laws for the filing of such actions, whichever comes first, Gilead shall have the right (but not the obligation) to bring and control any such action at its own expense and by counsel of its own choice, and Hookipa shall have the right, at its own expense, to be represented in any such action by counsel of its own choice; provided, however, that if Hookipa notifies Gilead in writing prior to [***] days before such time limit for the filing of any such action that Hookipa intends to file such action before the time limit, then Hookipa shall be obligated to file such action before the time limit and to reimburse Gilead for its reasonable and documented costs and expenses (including reasonable attorneys’ and professional fees) incurred in connection with Gilead’s preparation of such action, and Gilead shall not have the right to bring and control such action.

Enforcement. Each of the Parties acknowledges and agrees that the provisions of Section 8.3(b) are an integral part of the transactions contemplated by this Agreement (aincluding the Merger), and that, without such provisions, Parent would not have entered into this Agreement. Accordingly, if the Company fails to pay in a timely manner the amounts due pursuant to Section 8.3(b), and, in order to obtain such payment, Parent makes a claim that results in a non-appealable judgment in favor of such payment against the Company, the Company shall pay to Parent its reasonable fees, costs and expenses (including its reasonable attorneys’ fees and expenses) Any right incurred in connection with such suit, together with interest on the amounts set forth in Section 8.3(b), at the prime rate as published by The Wall Street Journal in effect on the date such payment was required to indemnification be made, plus 2%, through the date such payment was actually received. Notwithstanding anything to the contrary set forth in this Agreement, upon termination of this Agreement in accordance with its terms, if Parent receives payment from the Company of the Termination Fee Amount pursuant to Section 8.3(b) and any applicable amount described in the previous sentence, such payments shall constitute the sole and exclusive remedy of Parent and Merger Sub against the Company and its Subsidiaries and any of their respective former, current or advances granted future shareholders, members, managers, directors, officers, employees, agents or Representatives (together with the Company, collectively, the “Company Related Parties”) for all losses and damages suffered as a result of the failure of the transactions contemplated by this Agreement to Indemnitee shall be enforceable by consummated or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification a breach or advances is denied, in whole failure to perform hereunder or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesotherwise, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because none of the limitations set forth in Section 3 hereof. Neither the failure Company Related Parties shall have any further liability or obligation relating to or arising out of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited transactions contemplated by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not validin circumstances in which the Termination Fee Amount is payable, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions other than with respect to claims for, arising out of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with fraud. In no event shall the request for indemnificationCompany be obligated to pay, or (ii) a prohibition of such indemnification under applicable lawcause to be paid, the Termination Fee Amount on more than one occasion. The Termination Fee Amount is nonrefundable and shall not be set off by or credited against any other payment.

Enforcement. (a) Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Agreement section to Indemnitee a director or executive officer shall be enforceable by or on behalf of Indemnitee the person holding such right in any court the Court of competent jurisdiction Chancery of the State of Delaware if (i) the claim for indemnification or advances is denieddenied by the Board of Directors, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7therefor. To the extent permitted by law, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s claimthe claim to the fullest extent permitted by law. It In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking claimant has been tendered not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not reasonably believe to be in or not opposed to the Corporation) that Indemnitee is not entitled to indemnification because best interests of the limitations set forth in Section 3 hereofcorporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his or her conduct was lawful. Neither the failure of the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee the claimant is proper in the circumstancescircumstances because he or she has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s stockholders, or any subgroup of such directors or its stockholders) that the claimant has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee claimant has not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or executive officer is not entitled to indemnification be indemnified, or to such advancement of expenses, under this Agreement section or otherwise. (b) To the fullest extend not prohibited by law, the Corporation otherwise shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that on the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawcorporation.

Enforcement. (a) Any MSC shall be solely responsible for defense and enforcement of MSC Intellectual Property and Program Intellectual Property owned by MSC, but in each case subject to the provisions of Section 5.4(b) with respect to enforcement within the ViewRay Domain. ViewRay shall be solely responsible for the defense and enforcement of ViewRay Intellectual Property and Program Intellectual Property owned by ViewRay. (b) MSC shall have the first option to pursue any enforcement of MSC Intellectual Property and Program Intellectual Property owned by MSC within the ViewRay Domain; provided, that MSC pays all costs and expenses’ related to the same, keeps ViewRay reasonably informed of its progress and provides ViewRay with copies of any substantive documents related to such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. proceedings and reasonable notice of all such proceedings. MSC’s costs and expenses in prosecuting or defending such matters shall be subject to reimbursement in accordance with Section 5.4(d). MSC shall notify ViewRay of its decision to exercise its right to indemnification enforce or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) defend such intellectual property within the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ViewRay Domain not later than ninety (90) days following its discovery or receipt of request therefor; notice of the alleged infringement. (c) If (i) MSC notifies ViewRay that it will not exercise its option to enforce any intellectual property in accordance with Section 5.4(b); (ii) ViewRay and MSC have not otherwise agreed not to pursue or defend against such infringement for business reasons; (iii) advancement of Expenses is MSC has not timely made pursuant persuaded the alleged infringer to Section 7desist or the person alleging the infringement to forebear, (iv) payment of indemnification pursuant to this Agreement MSC is not made diligently pursuing an infringement action or diligently defending the validity or enforceability of such intellectual property within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, the ViewRay Domain; or (v) MSC has not provided ViewRay with evidence of bona fide negotiations of an acceptable sublicense agreement with the Corporation alleged infringer or any other person alleging infringement, then ViewRay shall have the right to pursue legal action against the alleged infringer or entity takes or threatens to take control of any action to declare this Agreement void or unenforceableinitiated by, or institutes any litigation or other action or proceeding designed to denybeing defended by, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of IndemniteeMSC at ViewRay’s entitlement to such indemnification or advancement of Expenses, own cost and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseexpense. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any Kraft and Supplier acknowledge and agree that with respect to each Companion Agreement, Kraft shall be fully responsible and liable for all obligations of the applicable Eligible Recipient, and Supplier shall be fully responsible and liable for all obligations of itself or any Supplier Affiliate or Subcontractor, as may be applicable. Kraft shall have the right to indemnification or advances granted by enforce this Agreement to Indemnitee shall be enforceable by or (including the terms of all Companion Agreements) on behalf of Indemnitee each Eligible Recipient that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each such Eligible Recipient, to the same extent as if Kraft were such Eligible Recipient, subject to the limitations of liability applicable under this Agreement. Supplier shall have the right to enforce this Agreement (including the terms of all Companion Agreements) on behalf of each Affiliate or Subcontractor that enters into a Companion Agreement, and to assert all rights and exercise and receive the benefits of all remedies (including monetary damages) of each such Affiliate or Subcontractor hereunder, to the same extent as if Supplier were such Affiliate or Subcontractor, subject to the limitations of liability applicable under this Agreement. Notwithstanding anything to the contrary in any court Companion Agreement, any and all disputes arising under or relating to any Companion Agreement shall be subject to the provisions of competent Article 19, and under no circumstances shall Kraft or any Eligible Recipient, on the one hand, or Supplier or any Supplier Affiliate or Subcontractor, on the other hand, bring or attempt to bring any claim or other action arising under or relating to any Companion Agreement or this Agreement in any jurisdiction if (i) the claim for indemnification except as provided in Article 19. Any amendment, variation or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant modification to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to will be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, binding upon each Supplier Affiliate and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered each Kraft Affiliate to the Corporation) extent that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made Agreement apply (expressly or by implication) to the business arrangements entered into by those parties pursuant to this the Companion Agreement, whether such Companion Agreement that Indemnitee is entitled to indemnificationwas entered into before or after the said amendment, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, variation or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawmodification came into effect.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; therefor, (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee Agent is entitled to indemnification, indemnification or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee Agent the benefits provided or intended to be provided to Indemnitee Agent hereunder, Indemnitee . Agent shall be entitled to an adjudication by the Delaware Court of Chancery of IndemniteeAgent’s entitlement to such indemnification or advancement of ExpensesExpense, and the Corporation shall not oppose IndemniteeAgent’s right to seek any such adjudication in accordance with this Agreement. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting IndemniteeAgent’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, Board or any committee of the Board, or the Corporation’s its stockholders, stockholders or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Corporation (including the Board, Board or any committee of the Board, or the Corporation’s stockholders, stockholders or any subgroup of such directors or stockholders) that such indemnification is improper improper, shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend extent not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee Agent is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee Agent of a material fact, or an omission of a material fact necessary to make IndemniteeAgent’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the If a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses expenses made to the Company pursuant to Section 3 or 10 is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided paid in full to Indemnitee hereunderby the Company as required by Section 3 or 10, respectively, Indemnitee shall be entitled to seek judicial enforcement of the Company's obligations to make such payment in an adjudication by appropriate court of the State of Delaware Court or any other court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and competent jurisdiction. In the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be event that a defense to any action for which a claim for indemnification determination is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because or advancement of expenses hereunder, (i) Indemnitee may seek a de novo adjudication of Indemnitee's entitlement to such indemnification or advancement either, at Indemnitee's sole option, or (A) an appropriate court of the limitations set forth in Section 3 hereof. Neither State of Delaware or any other court of competent jurisdiction or (B) an arbitration to be conducted by a single arbitrator pursuant to the failure rules of the Corporation American Arbitration Association; (including ii) any such judicial proceeding or arbitration shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by such adverse determination; and (iii) in any such judicial proceeding or arbitration the Board, any committee Company shall have the burden of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption proving that Indemnitee is not entitled to indemnification or advancement of expenses under this Agreement Agreement. Indemnitee shall commence a proceeding seeking an adjudication of Indemnitee's right to indemnification or otherwiseadvancement of expenses pursuant to the preceding sentence within one year following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); PROVIDED, HOWEVER, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee's rights under Section 7 hereof. (b) To the fullest extend not prohibited by law, the Corporation The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this the provisions of Section 12 12(a) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in . (c) In any Proceeding commenced pursuant to action brought under this Section 12, absent it shall be a defense to a claim for indemnification (iother than an action brought to enforce a claim for advancement of expenses) a misstatement that Indemnitee has not met the standards of conduct which make it permissible under Delaware law for the Company to indemnify Indemnitee for the amount claimed. The burden of proving such defense shall be on the Company. (d) It is the intent of the Company that Indemnitee not be required to incur the expenses associated with the enforcement of his rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to Indemnitee hereunder. Accordingly, if it should appear to Indemnitee that the Company has failed to comply with any of a material factits obligations under this Agreement or in the event that the Company or any other person takes any action to declare this Agreement void or unenforceable, or an omission institutes any proceeding designed (or having the effect of a material fact necessary being designed) to make Indemnitee’s statements not materially misleadingdeny, or to recover from Indemnitee the benefits intended to be provided to Indemnitee hereunder the Company irrevocably authorizes Indemnitee from time tot time to retain counsel of his choice, at the expense of the Company as hereafter provided, to represent Indemnitee in connection with the request initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, but subject to Indemnitee having acted in good faith, the Company shall pay and be solely responsible for indemnificationany and all costs, charges and expenses, including attorneys' and others' fees and expenses, incurred by Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof, or (ii) as a prohibition result of such indemnification under applicable lawthe Company's or any person's contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made to the Company pursuant to Section 74 is not paid in full by the Company within 30 calendar days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. (ivb) payment of In any action brought under Section 6 (a), it shall be a defense to a claim for indemnification pursuant to Sections 2(a) or 2(b) (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the Corporation Act for the Company to indemnify the Indemnitee for the amount claimed, but the burden or proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Stockholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because he has met the applicable standard of conduct set forth in the Corporation Act, nor an actual determination by the Company (including the Board, independent legal counsel or the Stockholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (c) The Indemnitee shall not be required to incur the expenses associated with the enforcement of his rights under thus Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if the Company has failed to comply with any of its obligations under this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) if the Corporation Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee shall be entitled from time to an adjudication by time, at the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because expense of the limitations set forth Company as hereinafter provided, to retain counsel (in compliance with Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders7) to have made a determination prior to represent the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request initiation or defense of any such action, suit, or proceeding, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. The Company shall pay and be solely responsible for indemnificationany and all costs, charges and expenses (including attorneys’ and others’ fees and expenses) reasonably incurred by the Indemnitee (i) as a result of the Company’s failure to perform this Agreement or any provision hereof or (ii) as a prohibition result of such indemnification under applicable lawthe Company or any Person contesting the validity or enforceability, of this Agreement or any, provision hereof as aforesaid.

Enforcement. 12.1 Nothing in this Agreement prevents the Council from exercising any function under the Act or any other Act or law relating to the enforcement of any aspect of this Agreement (including the breach of this Agreement by the Developer) or any matter to which this Agreement relates. 12.2 Until such time as the Development Contribution has been paid in full, any Occupation Certificate must not be issued and the Developer must: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee notify the Council in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because writing of the limitations set forth in Section 3 hereof. Neither name and contact details of any Certifying Authority to which it has applied for an Occupation Certificate at the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) same time that such indemnification application is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.made; (b) To at the fullest extend not prohibited by law, time it lodges any application for an Occupation Certificate notify the Corporation shall be precluded Certifying Authority in writing of the existence and terms of this Agreement; (c) procure and provide to Council a written acknowledgement from asserting in any judicial proceeding commenced pursuant the Certifying Authority addressed to this Section 12 Council confirming that the procedures Certifying Authority will not issue an Occupation Certificate until Council provides written confirmation that the Development Contribution has been paid; and (d) not rely on any Occupation Certificate in respect to the Development. 12.3 The Developer acknowledges and presumptions agrees that: (a) the Land is charged with the payment to Council of the Development Contribution until the Development Contribution is paid in full to Council; (b) Council has a caveatable interest in the Land from the later of the date of the Development Consent and this Agreement until the Development Contribution and any other monies due to Council under this Agreement are not validpaid in full to Council; (c) Council has the right to lodge and maintain a caveat against the title to the Land to notify of and protect its interest created by this Agreement (including the charge in (a), binding until the Development Contribution and enforceable and shall stipulate any other monies due to Council under this Agreement are paid in any such court that full to Council; (d) unless the Corporation Development Contribution is bound paid to Council by all the provisions of Developer upon entering into this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation Developer shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection provide Council with the Caveat Form; and (e) Upon payment of the Development Contribution or surrender of the Development Consent, the Developer may request for indemnificationin writing the removal of the caveat from the title to the Land. The Council will not withhold its consent to such removal, or (ii) a prohibition provided the Developer pays all reasonable costs, expenses and fees of the Council relating to such indemnification removal and has complied with all its obligations under applicable lawthis Agreement.

Enforcement. (a) Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Agreement Bylaw to Indemnitee a director or executive officer shall be enforceable by or on behalf of Indemnitee the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementtherefor. Indemnitee, The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s the claim. It In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking claimant has been tendered not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the Corporation) that Indemnitee is not entitled to indemnification because best interests of the limitations set forth in Section 3 hereofcorporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee the claimant is proper in the circumstancescircumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s stockholders, or any subgroup of such directors or its stockholders) that the claimant has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee is claimant has not entitled to indemnification under this Agreement or otherwisemet the applicable standard of conduct. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Subject to Section 6.5, in the event that CGI becomes aware that any Licensed Technology necessary for the practice of the license granted herein is infringed or misappropriated by a third party or is subject to a declaratory judgment action arising from such infringement, CGI shall promptly notify ABX and ABX shall thereafter promptly notify the owner of such intellectual property. ABX or its licensor, as they may agree, shall have the exclusive right at its expense to bring an enforcement proceeding, or defend any declaratory judgment action, involving any Licensed Technology. ABX shall keep CGI reasonably informed of the progress of such claim, suit or proceeding involving enforcement or defense of the Licensed Technology. Any right to indemnification recovery received by ABX as a result of any such claim, suit or advances granted by this Agreement to Indemnitee proceeding shall be enforceable used first to reimburse ABX for all expenses (including attorneys, and professional fees) incurred in connection with such claim, suit or proceeding, and the remaining amount (if any) retained by or ABX after paying amounts ABX is obligated to pay to third parties in respect of such amount pursuant to agreements within the ABX-Controlled Rights divided, to the extent that the recovery expressly represents lost profits on behalf sales of Indemnitee Product within the field of Gene Therapy because of the infringer, in any court of competent jurisdiction equal shares between ABX and CGI. Notwithstanding the foregoing, if ABX (i) has the claim for indemnification right to bring an enforcement proceeding, or advances is denieddefend a declaratory judgment action, involving a Product Composition Claim and (ii) notifies CGI that it does not desire to pursue or defend such an action, then CGI may at its expense bring or defend such action in whole or in partconsultation with ABX; provided, however, that (i) ABX shall have the right to join such proceeding at any time at its own expense, (ii) no disposition CGI shall not admit the invalidity or unenforceability of such claim is made any patent rights within ninety (90) days of request therefor; the Licensed Technology without ABX's prior written consent, and (iii) advancement of Expenses is if ABX does not timely made pursuant to Section 7join the action, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee recovery obtained by CGI shall be entitled used first to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to reimburse CGI for all expenses (including attorneys, and professional fees) incurred in connection with such indemnification claim, suit or advancement of Expensesproceeding, and the Corporation shall not oppose Indemnitee’s right remaining amount (if any) retained by CGI after paying amounts CGI is obligated to seek any pay to third parties in respect of such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, amount pursuant to agreements within the ABX-Controlled Rights shall be entitled retained by CGI; provided, however, such remainder shall, to the extent that the recovery expressly represents lost profits on sales of Product within the field of Gene Therapy because of the infringer, be paid also the Expenses treated as Net Sales of prosecuting Indemnitee’s claim. It shall be a defense to any action Product by CGI for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement purposes of Expenses determining royalties under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Agreement section to Indemnitee a director or executive officer shall be enforceable by or on behalf of Indemnitee the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7therefor. To the extent permitted by law, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s the claim. It In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking claimant has been tendered not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the Corporation) that Indemnitee is not entitled to indemnification because of claimant for the limitations set forth in Section 3 hereofamount claimed. Neither the failure of the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee the claimant is proper in the circumstancescircumstances because he has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s stockholders, or any subgroup of such directors or its stockholders) that the claimant has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee claimant has not met the applicable standard of conduct. In any suit brought by a director or executive officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or executive officer is not entitled to indemnification be indemnified, or to such advancement of expenses, under this Agreement section or otherwise. (b) To the fullest extend not prohibited by law, the Corporation otherwise shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that on the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawcorporation.

Enforcement. (a) Any right If a Default shall have occurred, Lender, at its option, may sell the Premises or any part of the Premises at one or more public sale or sales before the door of the courthouse of the county in which the Land or any part of the Land is situated, to indemnification the highest bidder for cash, in order to pay the Indebtedness, and all expenses of sale and of all proceedings in connection therewith, including reasonable attorney’s fees actually incurred, after advertising the time, place and terms of sale once a week for four (4) weeks immediately preceding such sale (but without regard to the number of days) in a newspaper in which Sheriff’s sales are advertised in said county. At any such public sale, Lender may execute and deliver to the purchaser a conveyance of the Premises or advances any part of the Premises in fee simple, with full warranties of title and to this end, Borrower hereby constitutes and appoints Lender the agent and attorney-in-fact of Borrower to make such sale and conveyance, and thereby to divest Borrower of all right, title and equity that Borrower may have in and to the Premises and to vest the same in the purchaser or purchasers at such sale or sales, and all the acts and doings of said agent and attorney-in-fact are hereby ratified and confirmed and any recitals in said conveyance or conveyances as to facts essential to a valid sale shall be binding upon Borrower. The aforesaid power of sale and agency hereby granted are coupled with an interest and are irrevocable by death or otherwise, are granted as cumulative of the other remedies provided hereby or by law for collection of the Indebtedness and shall not be exhausted by one exercise thereof but may be exercised until full payment of all of the Indebtedness. In the event of any sale under this Deed by virtue of the exercise of the powers herein granted, or pursuant to any order in any judicial proceeding or otherwise, the Premises may be sold as an entirety or in separate parcels and in such manner or order as Lender in its sole discretion may elect, and if Lender so elects, Lender may sell the personal property covered by this Agreement to Indemnitee shall be enforceable by Deed at one or on behalf of Indemnitee more separate sales in any court manner permitted by the Uniform Commercial Code of competent jurisdiction if (i) the claim for indemnification State of Georgia, and one or advances more exercises of the powers herein granted shall not extinguish nor exhaust such powers, until the entire Premises are sold or the Indebtedness is deniedpaid in full. If the Indebtedness is now or hereafter further secured by any chattel mortgages, in whole or in partpledges, (ii) no disposition contracts of such claim is made within ninety (90) days guaranty, assignments of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation lease or other action security instruments, Lender may at its option exhaust the remedies granted under any of said security instruments either concurrently or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesindependently, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseorder as Lender may determine. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination Default shall have been made pursuant occurred, Lender may, in addition to this Agreement that Indemnitee is entitled to indemnificationand not in abrogation of the rights covered under Subparagraph 2.06(a), the Corporation shall be bound either with or without entry or taking possession as herein provided or otherwise, proceed by such determination a suit or suits in law or in equity or by any Proceeding commenced pursuant to this Section 12, absent other appropriate proceeding or remedy (i) a misstatement by Indemnitee to enforce payment of a material factthe Note or the performance of any term, covenant, condition or an omission agreement of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, this Deed or any other right and (ii) a prohibition of such indemnification under applicable lawto pursue any other remedy available to it, all as Lender in its sole discretion shall elect.

Enforcement. (a) Any right to indemnification or advances granted by The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Company hereby in order to induce the Indemnitee shall be enforceable by to serve or on behalf continue to serve as a director or officer of the Company, and acknowledges that the Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to relying upon this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled in serving or continuing to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, serve in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwisecapacity. (b) To The Company agrees that the fullest extend Indemnitee’s rights hereunder are contractual and binding and that its obligations hereunder are not prohibited subject to any conditions not set forth herein. Neither the Indemnitee’s rights to advancement nor his or her rights to indemnification are subject to, require or permit a determination by lawthe Company, the Corporation Board of Directors or management of the Company of whether the Indemnitee met any standard of conduct. (c) In the event the Indemnitee brings any action to enforce rights or to collect moneys due under this Agreement, or defends any action by the Company to adjudicate those rights, and is successful in such action, Company shall reimburse the Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing or defending such action. In any such action the Indemnitee shall be presumed to be entitled to the indemnification or advancement sought and it shall be the Company’s burden to prove the contrary. The Indemnitee’s rights hereunder are not subject to any defense or claim of setoff or recoupment, nor shall the Company be entitled to challenge or litigate any matter finally adjudicated in the Indemnitee’s favor in the proceeding for which Indemnitee is seeking indemnification or advancement. (d) The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and enforceable. The Company agrees that its execution of this Agreement shall stipulate constitute a stipulation by which it shall be irrevocably bound in any such court of competent jurisdiction in which a proceeding by the Indemnitee for enforcement of his or her rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are unique and special, and that failure of the Corporation is bound by all Company to comply with the provisions of this Agreement will cause irreparable and irremediable injury to the Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy the Indemnitee may have at law or in equity with respect to breach of this Agreement. If a determination , the Indemnitee shall have been made pursuant to this Agreement that Indemnitee is be entitled to indemnification, injunctive or mandatory relief directing specific performance by the Corporation shall be bound by such determination in any Proceeding commenced pursuant to Company of its obligations under this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawAgreement.

Enforcement. (a) Any right Indemnitor agrees that this Indemnification Agreement may be enforced by Mortgagee without first resorting to indemnification or advances granted by this Agreement exhausting any other security or collateral or without first having recourse to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation Note or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee of the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication property covered by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement Mortgage through foreclosure proceedings or otherwise; provided, however, that nothing herein contained shall prevent Mortgagee from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 Indemnitor agrees that the procedures indemnifications set forth herein are separate, independent of and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court addition to Indemnitor’s undertakings under the Note. Indemnitor agrees that the Corporation is bound by all a separate action may be brought to enforce the provisions of this AgreementIndemnification Agreement which shall in no way be deemed to be an action on the Note, whether or not Mortgagee would be entitled to a deficiency judgment following a judicial foreclosure or sale under the Mortgage. (c) This Indemnification Agreement shall be enforced and construed in accordance with the laws of the state in which the Mortgaged Property is located. Indemnitor hereby submits to personal jurisdiction in said state for the enforcement of this Indemnification Agreement and hereby waives any claim or right under the laws of any other state or of the United States to object to such jurisdiction. If such litigation is commenced, Indemnitor agrees that service of process may be made by serving a determination copy of the summons and complaint upon Indemnitor, through any lawful means, including upon its registered agent within said state, whom Indemnitor hereby appoints as its agent for these purposes. Nothing contained herein shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationprevent Mortgagee’s bringing any action or exercising any rights against Indemnitor personally or against any property of Indemnitor within any other county, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material factstate, or an omission country. The means of a material fact necessary obtaining personal jurisdiction and perfecting service of process set forth above are not intended to make Indemnitee’s statements not materially misleading, be exclusive but are in connection with the request for indemnification, addition to all other means of obtaining personal jurisdiction and perfecting service of process now or (ii) a prohibition of such indemnification under hereafter provided by applicable law.

Enforcement. (a) Any Each party will notify the other promptly in writing when any infringement by another is uncovered or suspected regarding any DEI IP or Joint IP in which SSMP has any rights hereunder. As long as the license granted in Section 15.g. below remains exclusive, SSMP shall have the sole right to indemnification enforce any patent included within the DEI IP or advances granted Joint IP covered by this Agreement such license against any alleged infringement thereof and shall at all times keep DEI informed as to Indemnitee the status thereof. If SSMP chooses to enforce such patents, it may, in its reasonable judgment and at its own expense, take steps to control, settle, and defend such suits in a manner consistent with the terms and provisions hereof (and that does not jeopardize the validity of the patent at issue without the written consent of DEI) and recover for the parties' account any damages, awards, or settlements resulting therefrom. The right to sue for infringement shall not be used by SSMP in an arbitrary and capricious manner, and DEI may not be named a party in any litigation to enforce or defend any DEI IP or Joint IP or as a party to any settlement without its prior written consent. DEI shall reasonably cooperate in any such litigation, and may retain outside counsel in connection therewith, at SSMP's sole expense. Any royalties, license fees, or other amounts recovered by SSMP shall be enforceable by or deemed to be Net Sales hereunder, and SSMP shall pay royalties to DEI on behalf such Net Sales as provided in this Agreement. Notwithstanding anything to the contrary herein, if SSMP does not analyze and notify any alleged infringers within one year of Indemnitee in notification of any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnificationinfringement, or (v) the Corporation if SSMP does not file suit against any alleged infringers or fails to resolve any other person infringement by license or entity takes or threatens to take otherwise within two years of any action to declare this Agreement void or unenforceablesuch notification, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall DEI may enforce such patents and be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation any recovery. SSMP shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate reasonably cooperate in any such court that enforcement effort. For the Corporation is bound by all the provisions avoidance of doubt, this Agreement. If a determination paragraph shall have been made pursuant not apply to this Agreement that Indemnitee is entitled to indemnificationany DEI IP, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material factJoint IP, or an omission portion thereof not developed by DEI Personnel or SSMP and, therefore, is not owned and controlled by DEI and/or SSMP as provided in Sections 15.a. and 15.b. above and is subject to the rights of a material fact necessary to make Indemnitee’s statements not materially misleadingany third parties owning and controlling such DEI IP, in connection with the request for indemnificationJoint IP, or (ii) a prohibition of such indemnification under applicable lawportion thereof as contemplated therein.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee Agent shall be enforceable by or on behalf of Indemnitee Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee Agent is entitled to indemnification, indemnification or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee Agent the benefits provided or intended to be provided to Indemnitee Agent hereunder, Indemnitee Agent shall be entitled to an adjudication by the Delaware Court of Chancery of IndemniteeAgent’s entitlement to such indemnification or advancement of ExpensesExpense, and the Corporation shall not oppose IndemniteeAgent’s right to seek any such adjudication in accordance with this Agreement. IndemniteeAgent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting IndemniteeAgent’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee Agent is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee its board of the Board, directors or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee Agent is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee its board of the Board, directors or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee Agent is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend extent not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee Agent is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee Agent of a material fact, or an omission of a material fact necessary to make IndemniteeAgent’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a1) Any right to indemnification or advances granted by this Agreement to Indemnitee Section 21 of the Conveyancing and Law of Property Act 1886 (the “Act”) shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant apply to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseAssignment. (b2) To If the fullest extend Mortgagor shall fail to pay satisfy or discharge when due (or on demand, if the same is expressed to be payable on demand) any part or parts of the moneys and liabilities payable by the Mortgagor hereunder or if any time and for any reason (and whether within or beyond the control of any party to this Assignment) any other Event of Default shall occur, the Mortgagee may at any time thereafter, whether or not prohibited any such Event of Default is continuing and notwithstanding any other provisions contained herein or in the Mortgage, by notice in writing to the Mortgagor that an Event of Default has occurred whereupon all moneys and liabilities due owing or payable by the Mortgagor to the Mortgagee hereunder shall become immediately due and payable and the security hereby created shall become immediately enforceable and the power of sale and all other powers conferred by the Act and/or this Assignment shall arise and may be immediately exercised by the Mortgagee. The Mortgagee may exercise the power of sale conferred on mortgagees by the Act (as varied and extended by this Assignment) free from the restrictions imposed by Section 25 thereof. (3) The powers conferred by this Assignment in relation to the Assigned Property or any part thereof on the Mortgagee shall be in addition to and not in substitution for the powers conferred on mortgagees under the Act, which shall apply to the security created by this Assignment except insofar as they are expressly or impliedly excluded. Where there is any ambiguity or conflict between the powers contained in the Act and those conferred by this Assignment as aforesaid or where the powers in this Assignment are more extensive or less restricted than those provided by the Act, then the terms of this Assignment shall prevail to the extent permitted by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any Bayer shall have the first right (but not the obligation), by counsel of its own choice and at its sole expense, to indemnification institute, prosecute and control the enforcement or advances granted by this Agreement defense of any Project Patents to Indemnitee shall be enforceable by or on behalf of Indemnitee in ▇▇▇▇▇ any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant Infringement thereof. Prior to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take undertaking any action to declare this Agreement void or unenforceableenforce such Project Patents, or institutes any litigation or other action or proceeding designed Bayer shall notify Recursion in writing. To the extent possible Recursion shall be given reasonable time to denyprovide its comments to Bayer. Recursion shall further have the right, or to recover fromat its own expense, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunderrepresented in any action by counsel of its own choice. However, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek should Recursion partake in any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, action Bayer shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because retain control of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to proceeding and shall have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwisefinal say on all decisions related thereto. (b) To In the fullest extend event that Bayer fails to institute an action or proceeding or otherwise take appropriate action to ▇▇▇▇▇ such Infringement within a period of sixty (60) days after taking notice of such Infringement, Recursion shall have the right (but not prohibited the obligation) to request permission to institute and/or prosecute and control such an action or proceeding in its name with respect to such Infringement at its sole expense and by lawcounsel of its choice (such permission not to be unreasonably withheld or delayed), and Bayer shall have the Corporation shall right to be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate represented in any such court that action by counsel of its own choice and at its own expense. However, should Bayer partake in any such action, Recursion shall retain control of the Corporation is bound by all the provisions of this Agreement. If a determination proceeding and shall have been made pursuant final say on all decisions related thereto. (c) The Parties shall reasonably cooperate with each other in the planning and execution of any such action to enforce the respective Project Patents (including the obligation to be named or joined as a party in a lawsuit, as applicable). Each Party initiating an action or proceeding agrees to provide reasonable information to the other Party, at this Agreement that Indemnitee is entitled Party’s request, about such action or proceeding. (d) All monies recovered upon the final judgment or settlement of any such suit or action to indemnification, enforce the Corporation respective Project Patents in the Territory shall be bound by such determination applied in any Proceeding commenced pursuant to this Section 12, absent the following order of priority: (i) a misstatement by Indemnitee first, to reimburse the costs and Losses of a material factthe Party bringing suit, or an omission then to the costs and Losses, if any, of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or other Party; (ii) any amounts remaining shall be allocated [***] Party. (e) The Party that controls the prosecution of a prohibition given suit or action shall also have the right to control settlement of such indemnification under applicable lawsuit or action. If one Party controls and intend to settle the prosecution of a given suit or action, it shall provide the other Party reasonably in advance written information about such intention and about the terms pertaining to the settlement. Only if the settlement would materially and adversely impact the interest of the other Party, the Party in control of the suit or action shall obtain the other Party’s consent prior to entering into the settlement. Any amounts received in settlement of any action shall be apportioned between the Parties in the same manner as set forth in Section 11.1.2.2(d) above.

Enforcement. (a) Any right to indemnification or advances granted by this This Agreement to Indemnitee shall be enforceable governed by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication construed in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because laws of the limitations set forth in Section 3 hereof. Neither the failure State of the Corporation (including the BoardNew York, any committee United States of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseAmerica. (b) To For the fullest extend not prohibited by lawexclusive benefit of IFC, the Corporation shall be precluded from asserting in Borrower irrevocably agrees that any judicial legal action, suit or proceeding commenced pursuant arising out of or relating to this Section 12 that Agreement may be brought in the procedures and presumptions courts of the United States located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan. By the execution of this Agreement are not validAgreement, binding and enforceable and shall stipulate the Borrower irrevocably submits to the jurisdiction of any such court in any such action, suit or proceeding. Final judgment against The Borrower in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. (c) Nothing in this Agreement shall affect the right of IFC to commence legal proceedings or otherwise ▇▇▇ the Borrower in the Country or any other appropriate jurisdiction, or concurrently in more than one jurisdiction, or to serve process, pleadings and other legal papers upon the Borrower in any manner authorized by the laws of any such jurisdiction. (d) The Borrower hereby irrevocably designates, appoints and empowers Law Debenture, with offices currently located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in the State of New York in respect of this Agreement. (e) As long as this Agreement remains in force, the Borrower shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrower shall keep IFC advised of the identity and location of such agent. (f) The Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any action, suit or proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by facsimile, or have sent by facsimile, a copy of the papers to the Borrower. (g) Service in the manner provided in Sections 7.05 (d), (e) and (f) in any action, suit or proceeding will be deemed personal service, will be accepted by the Borrower as such and will be valid and binding upon the Borrower for all purposes of any such action, suit or proceeding. (h) The Borrower irrevocably waives to the fullest extent permitted by applicable law: (i) any objection which it may have now or in the future to the laying of the venue of any action, suit or proceeding in any court referred to in this Section; (ii) any claim that any such action, suit or proceeding has been brought in an inconvenient forum; (iii) its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and (iv) any and all rights to demand a trial by jury in any such action, suit or proceeding brought against such party by IFC. (i) To the extent that the Corporation Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other IFC Financing Document to which it is bound a party, from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by all the laws of such jurisdiction. (j) The Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of this Agreement. If the International Organizations Immunities Act, to immunity from a determination shall have been made pursuant trial by jury in any action, suit or proceeding arising out of or relating to this Agreement that Indemnitee or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Borrower hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to indemnificationimmunity from a trial by jury. (k) To the extent that the Borrower may, the Corporation shall be bound by such determination in any Proceeding commenced pursuant action, suit or proceeding brought in any of the courts referred to this in Section 12, absent 7.05 (ib) or a misstatement by Indemnitee court of a material fact, the Country or an omission elsewhere arising out of a material fact necessary to make Indemnitee’s statements not materially misleading, or in connection with this Agreement or any other IFC Financing Document to which the request Borrower is a party, be entitled to the benefit of any provision of law requiring IFC in such action, suit or proceeding to post security for indemnificationthe costs of the Borrower, or (ii) to post a prohibition bond or to take similar action, The Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such indemnification under applicable lawcourt is located.

Enforcement. (a) Any right Indemnitor agrees that this Indemnification Agreement may be enforced by Mortgagee without first resorting to indemnification or advances granted by this Agreement exhausting any other security or collateral or without first having recourse to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation Note or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee of the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication property covered by the Delaware Court Mortgage through foreclosure proceedings or otherwise; provided, however, that nothing herein contained shall prevent Mortgagee from suing on the Note or foreclosing the Mortgage or from exercising any other rights thereunder. b) Indemnitor agrees that the indemnifications set forth herein are separate, independent of Chancery of Indemniteeand in addition to Indemnitor’s entitlement to such indemnification or advancement of Expenses, and undertakings under the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this AgreementNote. Indemnitee, in such enforcement action, if successful in whole or in part, shall Indemnitor agrees that a separate action may be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this AgreementIndemnification Agreement which shall in no way be deemed to be an action on the Note, whether or not Mortgagee would be entitled to a deficiency judgment following a judicial foreclosure or sale under the Mortgage. c) This Indemnification Agreement shall be enforced and construed in accordance with the laws of the state in which the Mortgaged Property is located. Indemnitor hereby submits to personal jurisdiction in said state for the enforcement of this Indemnification Agreement and hereby waives any claim or right under the laws of any other state or of the United States to object to such jurisdiction. If such litigation is commenced, Indemnitor agrees that service of process may be made by serving a determination copy of the summons and complaint upon Indemnitor, through any lawful means, including upon its registered agent within said state, whom Indemnitor hereby appoints as its agent for these purposes. Nothing contained herein shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationprevent Mortgagee’s bringing any action or exercising any rights against Indemnitor personally or against any property of Indemnitor within any other county, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material factstate, or an omission country. The means of a material fact necessary obtaining personal jurisdiction and perfecting service of process set forth above are not intended to make Indemnitee’s statements not materially misleading, be exclusive but are in connection with the request for indemnification, addition to all other means of obtaining personal jurisdiction and perfecting service of process now or (ii) a prohibition of such indemnification under hereafter provided by applicable law.

Enforcement. (a) Any right to indemnification or advances granted by The Company has entered into this Agreement and assumed the obligations imposed on the Company or hereby in order to induce the Indemnitee to continue to act as an agent of the Company and acknowledges that the Indemnitee is relying upon this Agreement in continuing in such capacity. (b) All expenses incurred by the Indemnitee in connection with the preparation and submission of the Indemnitee's request for indemnification hereunder shall be enforceable borne by or on behalf the Company. If the Indemnitee has requested payment of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition amount under this Agreement and has not received payment thereof within 20 days of such claim request, the Indemnitee may bring any action to enforce rights or collect moneys due under this Agreement, and, if the Indemnitee is made within ninety (90) days successful in such action, the Company shall reimburse the Indemnitee for all of request therefor; (iii) advancement of Expenses the Indemnitee's fees and expenses in bringing and pursuing such action. If it is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made determined that the Indemnitee is entitled to indemnificationindemnification for part (but not all) of the indemnification so requested, expenses incurred in seeking enforcement of such partial indemnification shall be reasonably prorated among the claims, issues or (v) matters for which the Corporation Indemnitee is entitled to indemnification for claims, issues or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, matter for which the Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, is not so entitled. The Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered amounts to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth full extent contemplated by Section 5 hereof in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of connection with such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseproceeding. (bc) To the fullest extend not prohibited by law, the Corporation The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to under this Section 12 Agreement that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation Company is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right Notwithstanding any other provision of the Credit Agreement or any other Financing Document to indemnification the contrary, the Lender or advances granted by its designee may at any time during the occurrence and continuance of an Event of Default, and following delivery of a Notice of Suspension that has not been withdrawn (provided, that any failure to deliver such notice shall not affect the validity of any actions taken under this Section 5.3) take enforcement action with respect to the Project Accounts and the Collateral as provided in Article VI of the Security Agreement. Without limitation and in addition to any and all rights with respect to the Project Accounts and the Collateral under the Credit Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if other Financing Document, the Lender may take enforcement action by: (i) personally, or by attorneys, taking possession of the claim for indemnification Project Accounts and the Collateral or advances is deniedany part thereof, in whole from the Accounts Bank, the Borrower or in part, any other Person that then has possession of any part thereof with or without notice or process of law; (ii) no disposition instructing any obligor, guarantor or counterparty to any agreement, instrument or other obligation in respect of or relating to the Borrower or the Project Accounts and the Collateral to make any payment required by the terms of such claim is made within ninety (90) days of request therefor; agreement, instrument or obligation directly to the Lender; (iii) advancement taking possession of Expenses is not timely made pursuant the Project Accounts and the Collateral or any part thereof by directing the Accounts Bank or the Borrower, as the case may be, to Section 7, deliver the same to the Lender at any place or places designated by the Lender; (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) foreclosing on the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits Collateral as herein provided or intended in any manner permitted by applicable Law (including through any permitted non-judicial foreclosure) either concurrently or in such order as the Lender may determine without affecting the rights or remedies to be provided to Indemnitee hereunder, Indemnitee shall which the Lender may be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholdersCredit Agreement, or any subgroup of such directors or stockholders) to have made a determination prior other Financing Document. The Borrower hereby waives, to the commencement extent permitted by applicable Law, notice and judicial hearing in connection with the Lender’s taking possession or commencing any collection, recovery, receipt, appropriation, repossession, retention, set-off, sale, leasing, licensing, conveyance, assignment, transfer, liquidation, or other disposition of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, or realization upon any committee or all of the BoardCollateral, including any and all prior notice and hearing for any prejudgment remedy or remedies and any right to any such notice which the Borrower would otherwise have under applicable Law; (v) withdrawing any and all cash and liquidating any and all funds in any of the Project Accounts and applying such funds in accordance with Section 5.5 of this Agreement; or (vi) selling, assigning or otherwise liquidating the Project Accounts or the Corporation’s stockholdersCollateral, or any subgroup part thereof, at a public or private sale, for cash, upon credit or for future delivery, and at such prices as the Lender may deem satisfactory, and taking possession of the proceeds of any such directors sale or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseliquidation. (b) To Notwithstanding anything to the fullest extend not prohibited by lawcontrary in this Agreement, the Corporation Credit Agreement or any other Financing Document, the Borrower acknowledges that if an Event of Default has occurred and is continuing, and following delivery of a Notice of Suspension to the Accounts Bank that has not been withdrawn (provided, that any failure to deliver such notice shall be precluded from asserting in not affect the validity of any judicial proceeding commenced pursuant to actions taken under this Section 12 that 5.3(b)), the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate Lender is entitled to apply amounts deposited in or credited to any such court that the Corporation is bound by all the provisions Project Account as contemplated in Section 5.5 of this Agreement. If . (c) The Lender may, during the continuance of an Event of Default, and at any time following the delivery of a determination Notice of Suspension to the Accounts Bank and until such notice has been withdrawn (provided, that any failure to deliver such notice shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, not affect the Corporation shall be bound by such determination in validity of any Proceeding commenced pursuant to actions taken under this Section 125.3(b)), absent (i) a misstatement by Indemnitee of a material factexercise its rights under this Section 5.3 as frequently, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleadingand as many times, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawas it considers appropriate.

Enforcement. (a) Any 8.1 Each party shall promptly advise the other in writing of any known acts of potential infringement of the PATENT RIGHTS by a third party. LICENSEE and LICENSORS shall mutually agree on an adequate strategy, whereas LICENSEE has the first option to police the PATENT RIGHTS against infringement by third parties within the TERRITORY in the FIELD OF USE, but LICENSEE shall notify LICENSORS in writing [***] days before filing any suit. This right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to police includes defending any action for declaratory judgment of noninfringement or invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at LICENSEE’s expense and through counsel of LICENSEE’s selection, except that LICENSEE shall make any such settlement only with the advice and consent of LICENSORS, which a claim will not be unreasonably withheld. LICENSORS shall provide reasonable assistance to LICENSEE with respect to such actions, but only if LICENSEE reimburses LICENSORS for indemnification is made out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSEE’S request. LICENSORS retain the right to participate, with counsel of their own choosing and at their own expense, in any action under Section 2 hereof (other than this Article 8. 1. LICENSEE shall defend, indemnify and hold harmless LICENSORS with respect to any claims or counterclaims asserted by an alleged infringer reasonably related to the enforcement of the PATENT RIGHTS, under this Paragraph 8.1, including but not limited to antitrust claims or counterclaims unless such claims or counterclaims are due to LICENSORS participation in any action brought under this Paragraph 8.1. 8.2 If LICENSEE undertakes to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that defend the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination PATENT RIGHTS by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting litigation in any judicial proceeding commenced pursuant country, LICENSEE may withhold up to this Section 12 that [***] percent ([***]%) of running royalties (as described in Paragraph 3.1.1(b)) due to LICENSORS for sales in such country in which the procedures and presumptions litigation is pending to reimburse LICENSEE’s out-of-pocket litigation expenses, including reasonable attorneys’ fees, but not including salaries of this Agreement are LICENSEE’s employees. Such pending litigation does not valid, binding and enforceable and shall stipulate in affect any such court that the Corporation is bound by all the provisions of other payment due to LICENSORS under this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationLICENSEE recovers damages in the patent litigation, the Corporation award shall be bound by such determination in applied first to satisfy LICENSEE’S unreimbursed expenses and legal fees for the litigation, next to reimburse LICENSORS for any Proceeding commenced pursuant payments under Article 3 which are past due, and then to this Section 12, absent reimburse LICENSORS for any other unreimbursed expenses and legal fees for the litigation under Paragraph 8.1. LICENSEE shall pay ten percent (i10%) a misstatement by Indemnitee of the remaining balance to LICENSORS. If LICENSEE does not recover any damages the withheld running royalties shall be applied to satisfy LICENSEE’S unreimbursed expenses and legal fees for the litigation. Withheld running royalties beyond that required to reimburse LICENSEE’S out-of-pocket litigation expenses as described above shall be paid to LICENSORS. 8.3 If LICENSEE declines its option to take action to ▇▇▇▇▇ an alleged infringement of a material fact, or an omission patent within the PATENT RIGHTS within [***] days of a material fact necessary request by a LICENSOR to make Indemnitee’s statements not materially misleadingdo so (or within a shorter period if required to preserve the legal rights of LICENSORS under applicable law), then LICENSORS have the right to take such action (including prosecution of a suit) at LICENSORS expense. LICENSEE shall use reasonable efforts to cooperate in such action, and LICENSORS will reimburse LICENSEE for out-of-pocket expenses incurred in connection with any such assistance rendered at LICENSORS’ request. LICENSORS have full authority to settle on such terms as LICENSORS determine, except that LICENSORS shall not reach any settlement whereby it provides a license for future activities to a third party under the request for indemnificationPATENT RIGHTS in the TERRITORY in the FIELD OF USE without the consent of LICENSEE, which consent shall not be unreasonably withheld by LICENSEE. LICENSOR retains one hundred percent (100%) of any recovery or (ii) a prohibition settlement under this Paragraph 8.3 after reimbursement of such indemnification under applicable lawany of LICENSEE’s out-of-pocket expenses.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) As between the claim Parties, Acuitas will have the first right, but not the obligation, at its sole cost to seek to ▇▇▇▇▇ any infringement of the LNP Technology Patents other than the Jointly Owned Patents (the “Acuitas Patents”) by a Third-Party, or to file suit against any such Third-Party for indemnification such infringement. If Acuitas elects not to exercise its first right to take action or advances is deniedto bring suit to prosecute such infringement or to continue such action or suit, it shall notify Verve in whole writing of such election within [**] after becoming aware of or receipt of the notice of the infringement or within [**] after the election to stop any such action or suit, as applicable. If after the expiration of the [**] period (or, if earlier, the date upon which Acuitas provides written notice that it does not plan to bring such action), Acuitas has neither obtained a discontinuance of infringement nor filed suit against any such Third-Party infringer of such Patent, or in partthe case of an election by Acuitas not to continue to prosecute an infringement of an Acuitas Patent, Verve shall have the right, but not the obligation, to take action or bring suit against such Third-Party infringer of Acuitas Patents to the extent the Acuitas Patents are necessary or useful for the research, development, manufacturing and commercialization of the Licensed Product but not necessary or useful for the research, development, manufacturing or commercialization of any other LNP comprising product covered by such Acuitas Patent that is licensed or optioned by Acuitas to a Third-Party or is under Late Stage Development by Acuitas, provided that Verve shall bear all of the expense of such abatement action or suit. (ii) no disposition As between the Parties, Acuitas will have the right, but not the obligation, at its sole cost to seek to ▇▇▇▇▇ any infringement of the Jointly Owned Patents by a Third-Party, or to file suit against any such claim Third-Party for such infringement, if such infringement is made within ninety (90) days with respect to the LNP Technology. As between the Parties, Verve will have the right, but not the obligation, at its sole cost to seek to ▇▇▇▇▇ any infringement of request therefor; the Jointly Owned Patents by a Third-Party, or to file suit against any such Third-Party for such infringement, if such infringement is with respect to the Licensed Product. (iii) advancement Except as expressly provided under Section 7.2(a)(ii), neither Party shall seek to ▇▇▇▇▇ any infringement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after the Jointly Owned Patents by a determination has been made that Indemnitee is entitled to indemnificationThird-Party, or (v) file suit against any such Third-Party for such infringement, without the Corporation or any prior written consent of the other person or entity takes or threatens to take any action to declare this Agreement void or unenforceableParty. For clarity, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee Verve shall have the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s sole right to seek enforce any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole Patents owned or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (controlled by Verve other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseLNP Technology Patents. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby to induce Indemnitee shall be enforceable by to serve or on behalf continue to serve as an officer and/or director and/or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in any court serving as an officer and/or director and/or agent of competent jurisdiction if the Company. (ib) This Agreement constitutes the claim for indemnification or advances is deniedentire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, in whole or in partoral, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant written, and implied, between the parties hereto with respect to Section 7the subject matter hereof; provided, (iv) payment of indemnification pursuant to however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws, and applicable law, and shall not made within ten be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. (10c) days after The Company and Indemnitee agree herein that a determination has been made monetary remedy for breach of this Agreement, at some later date, may be inadequate, impracticable, and difficult to prove, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee is entitled to indemnificationmay enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or (v) the Corporation irreparable harm and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking or obtaining any other person or entity takes or threatens relief to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, which Indemnitee the benefits provided or intended to may be provided to entitled. The Company and Indemnitee hereunder, further agree that Indemnitee shall be entitled to an adjudication such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesa court, and the Corporation shall not oppose Indemnitee’s right to seek Company hereby waives any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup requirement of such directors a bond or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseundertaking. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. Until the occurrence of the First Lien Discharge Date, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if The Second Lien Trustee and the Second Lien Creditors: (i) the claim for indemnification shall not take any Enforcement Action with respect to any Collateral or advances is denied, in whole or in part, exercise rights with respect to a Lien securing a Second Lien Obligation, (ii) no disposition will not contest, protest or object to, or take any other action that may impair, any collection or foreclosure proceeding or action with respect to the Collateral brought by the First Lien Agent or any First Lien Creditor or any other exercise by the First Lien Agent or any First Lien Creditor, of such claim is made within ninety (90) days of request therefor; any secured creditor rights and remedies under the First Lien Documents or otherwise, and (iii) advancement of Expenses is will not timely made pursuant object to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, the forbearance by the First Lien Agent or (v) the Corporation First Lien Creditors from bringing or pursuing any collection or foreclosure proceeding or action or any other person exercise of any rights or entity takes or threatens remedies relating to the Collateral. (b) The First Lien Creditors shall have the exclusive right to take and continue any action Enforcement Action with respect to declare the Collateral, without any notification to, consultation with or consent of the Second Lien Trustee or any other Second Lien Creditor. Upon the occurrence and during the continuance of an event of default under the First Lien Documents, subject to the provisions of this Agreement void and applicable law, the First Lien Agent and the other First Lien Creditors may take and continue any Enforcement Action with respect to the Collateral in such order and manner as they may determine in their sole discretion. (c) Notwithstanding the preceding section 3.1(a) or unenforceable(b), Second Lien Creditors may: (i) commence an Enforcement Action and exercise rights with respect to the Collateral or institutes a Lien securing a Second Lien Obligation if: (A) 120 days have elapsed since Second Lien Trustee notified First Lien Agent that either (x) the Second Lien Obligations have become due in full as a result of acceleration or otherwise (and such acceleration of the Second Lien Obligations has not been rescinded) or (y) any litigation payment or other action insolvency event of default has occurred and is then continuing under the Second Lien Documents (the “Standstill Period”), and (B) First Lien Creditors are not then diligently pursuing an Enforcement Action with respect to all or proceeding designed a material portion of the Collateral or diligently attempting to denyvacate any stay or prohibition against such exercise; (ii) file a proof of claim or statement of interest, vote on a plan of reorganization (including a vote to accept or reject a plan of reorganization (including a vote to recover fromaccept or reject a plan of partial or complete liquidation, Indemnitee the benefits provided reorganization, arrangement, composition or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesextension)), and make other filings, arguments, and motions, with respect to the Corporation shall not oppose Indemnitee’s right to seek Second Lien Obligations and the Collateral in any such adjudication insolvency proceeding commenced by or against any grantor, in each case in accordance with this Agreement. Indemnitee; (iii) take action to create, perfect, preserve or protect its Lien on the Collateral, so long as such actions are not adverse to the priority status in such enforcement action, if successful accordance with this Agreement of Liens on the Collateral securing the First Lien Obligations or the First Lien Creditors’ rights to exercise remedies; (iv) file necessary pleadings in whole or in part, shall be entitled opposition to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof objecting to or otherwise seeking disallowance of a Second Lien Obligation or a Lien securing the Second Lien Obligations; (other than an v) join (but not exercise any control over) a judicial foreclosure or Lien enforcement proceeding with respect to the Collateral initiated by the any First Lien Creditor, to the extent that such action brought could not reasonably be expected to enforce a claim for advance or reimbursement interfere materially with the Enforcement Actions of Expenses under the First Lien Creditors, but no Second Lien Creditor may receive any proceeds thereof unless expressly permitted in this Agreement; and (vi) bid for or purchase Collateral at any public, private or judicial foreclosure upon such Collateral initiated by any First Lien Creditor or any sale of Collateral during an insolvency proceeding; provided that such bid may not include a “credit bid” in respect of any Second Lien Obligations unless the required undertaking has been tendered proceeds of such bid are otherwise sufficient to cause the discharge of the First Lien Obligations up to the CorporationFirst Lien Cap. (d) that Indemnitee is not entitled Subject to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation compliance with applicable law and regulations (including the BoardUniform Commercial Code), no Second Lien Creditor will contest, protest or object to, or take any action to hinder, and each waives any and all claims with respect to, any committee Enforcement Action by a First Lien Creditor. (e) Except as expressly provided in Section 2.3(b) hereof, First Lien Agent shall have no implied duty to Second Lien Creditors or any Loan Party as to any property belonging to any Loan Party (whether or not the same constitutes Collateral) in its possession or control or in the possession or control of the Board, any of its agents or the Corporation’s its stockholdersnominees, or any subgroup of such directors income thereon or stockholders) to have made a determination prior as to the commencement preservation of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, rights against prior parties or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseother rights pertaining thereto. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Corporation, and the Corporation acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Corporation. (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and shall not be enforceable by deemed a substitute therefor, nor to diminish or on behalf abrogate any rights of Indemnitee in any court of competent jurisdiction if thereunder. (ic) the If a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to under this Agreement is not made paid in full by the Corporation within ten sixty (1060) days after a determination written claim, pursuant to Section 11(a), has been made that received by the Corporation, the Indemnitee is entitled to indemnification, or (v) may at any time thereafter bring suit against the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by unpaid amount of the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement actionclaim and, if successful in whole or in part, the Indemnitee shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s such claim. It shall be a defense to any such action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance or reimbursement of Expenses under this Agreement, provided that its final disposition where the required undertaking undertaking, if any is required, has been tendered to the Corporation) that the Indemnitee is has not entitled met the standard of conduct which makes it permissible under the Oklahoma Law for the Corporation to indemnification because indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the limitations set forth in Section 3 hereofCorporation. Neither the failure of the Corporation (including the Boardits board of directors, any committee of the Board, independent counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersshareholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstancescircumstances because he or she has met the applicable standard of conduct set forth in the Oklahoma Law, nor an actual determination by the Corporation (including the Boardits board of directors, any committee of the Board, independent counsel or the Corporation’s stockholders, or any subgroup of such directors or stockholdersshareholders) that the Indemnitee has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. If a determination shall have been made pursuant to this paragraph (c) that the Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by lawindemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to this paragraph (c). The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 paragraph (c) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court proceeding that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any Licensee, upon notice to Inhibrx, shall have the first right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if initiate and prosecute such legal action (i“Product Infringement Action”) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to denyat its expense, or to recover from, Indemnitee control the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court defense of Chancery of Indemnitee’s entitlement any declaratory judgment action relating to such indemnification or advancement of Expenses, and the Corporation Product Infringement; provided that Licensee shall not oppose Indemniteeenter into any settlement or compromise that would materially diminish or adversely affect the scope, exclusivity or duration of any Licensed IP or Inhibrx’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses rights under this Agreement, provided without Inhibrx’s prior written consent, which it may withhold in its sole discretion. Notwithstanding the foregoing, Licensee shall have the right to enforce a Binder Patent only: (i) if a Licensed Product Covered by such Binder Patent is at such time diligently being commercialized by a Selling Party in such country, and (ii) there is no Product-Specific Patent or Binder Improvement Patent in such country with a Valid Claim that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of Covers such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseLicensed Product. (b) To If Licensee elects not to, or does not, initiate and prosecute a Product Infringement Action in a timely manner, then Inhibrx shall have the fullest extend not prohibited by law, the Corporation shall be precluded from asserting right to do so in any judicial proceeding commenced pursuant to this accordance with Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions 6.3.2 of this Agreement. If Inhibrx elects to initiate and prosecute a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationProduct Infringement Action as a result of Licensee not doing so in a timely manner, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent then Inhibrx shall: (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary notify Licensee in writing at least [***] ([***]) [***] prior to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or initiating such action (“Inhibrx Product Infringement Initiation Notice”); and (ii) bear the costs of any such Product Infringement Action to terminate such Product Infringement, including the costs of any legal action commenced or the defense of any declaratory judgment, except that Inhibrx shall not be responsible for any costs incurred by Licensee unless such costs were incurred at Inhibrx’s written request. Inhibrx shall have the right to join Licensee as a prohibition party to such action if Licensee is a necessary party to such action. (c) Notwithstanding Inhibrx’s right to initiate a Product Infringement Action under Section 6.3.2(b), Licensee shall have the right to prohibit Inhibrx from exercising its right to initiate such Product Infringement Action (“License Product Infringement Restriction Right”) by providing Inhibrx with written notice of Licensee’s reasonable, strategic rationale for doing so no later than [***] ([***]) [***] after delivery of the corresponding Inhibrx Product Infringement Initiation Notice and Inhibrx shall not initiate or proceed with the Product Infringement Action described in the corresponding Inhibrx Product Infringement Initiation Notice. If Licensee does not exercise its Licensee Product Infringement Restriction Right prior to the date that is [***] ([***]) [***] after delivery of the corresponding Inhibrx Product Infringement Initiation Notice, then: (x) Licensee shall have no further right to prohibit Inhibrx from initiating with the Product Infringement Action described in such indemnification under applicable lawInhibrx Product Infringement Initiation Notice; and (y) Inhibrx shall have the right, exercisable in Inhibrx’s sole discretion, to initiate, proceed with and prosecute such Product Infringement Action in accordance with Section 6.3.2(b).

Enforcement. The Shareholder understands, acknowledges and agrees that: (a) Any right to indemnification or advances granted by The Shareholder has gained a special and unique expertise in the business operations of ZipRealty that is of unique and peculiar value and that the provisions of this Agreement to Indemnitee shall be enforceable by or on behalf are required for the fair and reasonable protection of Indemnitee the Parent’s proprietary interest in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedZipRealty Business, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or and are intended to be provided prohibit Shareholder and any third parties from benefiting from the Shareholder’s historical relationship with ZipRealty at the expense of and economic detriment to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification Parent or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole its successors or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof assigns (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseas applicable). (b) To the fullest extend not prohibited by lawThe various rights and duties created hereunder are extraordinary and unique, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 so that the procedures Parent or its successors or assigns (as applicable), will suffer irreparable injury that cannot adequately be compensated for by monetary damages alone in the event of the Shareholder’s breach or violation of any covenant or undertaking contained in this Agreement. The Shareholder, therefore, agrees that Parent or its successors or assigns (as applicable), in addition to such damages and presumptions other remedies and without limiting any other remedy or right that they may have, shall have the immediate right to obtain a temporary, preliminary and final injunction against the Shareholder issued by a court of this Agreement are not valid, binding and enforceable and shall stipulate in competent jurisdiction enjoining any such court alleged breach or violation without posting any bond that might otherwise be required, and the Corporation is bound by all Shareholder agrees that he shall not plead adequacy of any relief at law available to the provisions Parent or its successors or assigns (as applicable) (including monetary damages) as a defense to any petition, claim or motion for preliminary or final injunctive relief to enforce any provision of this Agreement. (c) In the event that the Shareholder shall breach in any material respect any provision of this Agreement, then any time period associated with any such provision shall be deemed suspended at the time of the breach, but shall begin to run again for its remaining period after the Shareholder is no longer in material breach of such provision. If a determination For purposes of this Agreement, the remaining portion of any such time period shall have been made pursuant to be the difference between the full stated time period in this Agreement relating to any such provision, less any time that Indemnitee is Shareholder complied with such provision prior to the Shareholder’s material breach thereof. (d) The rights and remedies of Parent hereunder are not exclusive of or limited by any other rights or remedies that Parent may have, whether at law, in equity, by contract or otherwise, all of which shall be cumulative (and not alternative). Without limiting the generality of the foregoing, the rights and remedies of Parent hereunder, and the obligations and liabilities of Shareholder hereunder, are in addition to their respective rights, remedies, obligations and liabilities under the law of unfair competition, misappropriation of trade secrets and the like. This Agreement does not limit Shareholder’s obligations or the rights of Parent (or any affiliate of Parent), or Parent’s (or any affiliate of Parent’s) obligations or the rights of Shareholder, under the terms of any other agreement between Shareholder and Parent or any affiliate of Parent. (e) If Parent, any of its subsidiaries or their respective successors or assigns (as applicable), on the one hand, or Shareholder, on the other hand, asserts an action at law or in equity to enforce any of the terms of this Agreement, then the prevailing party in such action shall be entitled to indemnificationrecover from the other party (or its successors or assigns, the Corporation shall as applicable) all reasonable attorneys’ fees, costs, and necessary disbursements in addition to any other relief to which such prevailing party may be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawentitled.

Enforcement. (a) Any right to indemnification or advances granted by The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, subject to Indemnitee shall be enforceable by or on behalf the terms and conditions of Indemnitee in any court of competent jurisdiction if (i) this Section 11.14, the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee parties hereto shall be entitled to an adjudication injunction or injunctions to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, in addition to any other remedy to which any party is entitled at law or in equity, without any obligation to post a bond or other security. In the event that any action shall be brought in equity to enforce the provisions of this Agreement by a party hereto that is expressly entitled to bring such an action pursuant to the Delaware Court terms of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesthis Agreement, no party shall allege, and each party hereby waives the Corporation shall not oppose Indemnitee’s right defense, that there is an adequate remedy at law. Notwithstanding anything to seek any such adjudication the contrary contained in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, Sellers shall be entitled to be paid also an injunction, specific performance and other equitable relief (a) to enforce specifically the Expenses of prosecuting Indemnitee’s claim. It shall be a defense terms and provisions of, and to any action for which a claim for indemnification is made under Section 2 hereof prevent breaches of, Sections 6.1, 6.6 and 7.1 by Acquiror, (b) if (i) all conditions in Sections 8.1 and 8.2 (other than an action brought the Delivery Conditions) have been or are capable of being satisfied at the time when the Closing would have occurred but for the failure of Acquiror to enforce a claim for advance effect the Closing, (ii) Acquiror has failed to consummate the Closing on the date the Closing should have occurred pursuant to Section 2.3, (iii) all conditions to the Debt Financing have been satisfied or reimbursement of Expenses under this Agreement, provided waived by the counterparties to the Debt Financing Letters such that the Debt Financing is available to Acquiror, and (iv) the Sellers have irrevocably confirmed in writing that if specific performance is granted and Acquiror delivers the consideration as required undertaking has been tendered by pursuant to Article II, then the Corporation) that Indemnitee is not entitled Delivery Conditions will be satisfied at the Closing and the Closing will occur, to indemnification because cause Acquiror to draw down the full proceeds of the limitations Debt Financing, and (c) to specifically enforce Acquiror’s obligation to consummate the Closing and Acquiror’s rights under the Equity Commitment Letter to cause the Equity Financing to be funded if (and only if) (i) all conditions set forth in Section 3 hereof. Neither 8.1 and Section 8.2 shall have been satisfied (other than the failure Delivery Conditions), (ii) Acquiror has failed to consummate the Closing on the date the Closing should have occurred pursuant to Section 2.3, (iii) the proceeds of the Corporation (including Debt Financing have been funded or are required to be funded subject only to the Board, any committee funding of the BoardEquity Financing, or the Corporationand (iv) Sellers have not terminated this Agreement in accordance with Article IX and have irrevocably confirmed in writing to Acquiror that, if Acquiror’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee portion of the BoardEquity Financing and the Debt Financing were to be funded, or Sellers will satisfy the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to Delivery Conditions and consummate the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To Closing in accordance with the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions terms of this Agreement. If a determination In no event shall have been made pursuant any Seller Group Member be entitled to seek to specifically enforce any provision of this Agreement that Indemnitee is entitled or to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material factobtain an injunction or injunctions, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, bring any other Action in equity in connection with the request for indemnificationtransactions contemplated by this Agreement, or (ii) a prohibition of against any Acquiror Group Member other than against Acquiror and, in such indemnification case, only under applicable lawthe circumstances expressly set forth in this Section 11.14.

Enforcement. (a) Any right If Licensor or Licensee becomes aware of any infringement or other violation of any Supplier Link Materials, it shall promptly notify the other party. The Licensor and Licensee shall reasonably coordinate their response to indemnification any such infringement or advances granted by other violation, and Licensor shall not take any action to sanction or otherwise allow such infringement or other violation to continue without the prior written consent of Licensee, which consent shall not be unreasonably withheld. Licensee shall have the first right, but not the obligation, to initiate, prosecute or defend, as applicable, and control Infringement Actions with respect to any Supplier Link Patent. Should Licensee exercise this Agreement right, Licensor shall agree, as necessary, to Indemnitee be joined as a party to, and shall otherwise cooperate with, such Infringement Actions; provided, that Licensee shall reimburse Licensor’s reasonable costs in connection with such joining or cooperation. Licensor shall not settle or compromise an Infringement Action without the prior written consent of Licensee, which consent shall be enforceable by at Licensee’s reasonable discretion. If Licensee does not intend to initiate, prosecute or on behalf defend against, or elects to abandon any such initiation, prosecution or defense against, any such Infringement Action, Licensee shall promptly provide reasonable prior written notice to Licensor of Indemnitee such intention, prosecution or defense (which notice shall, in any court event, be given no later than the earlier of competent jurisdiction if (i) sixty (60) days prior to the claim next deadline for indemnification any such assertion, action, suit or advances is denied, in whole or in part, proceeding and (ii) no disposition of such claim is made within ninety sixty (9060) days following the date on which Licensee became aware of request therefor; the basis for any such Infringement Action). In such instances, or if Licensee either (iii1) advancement does not initiate, prosecute or defend against any such Infringement Action within sixty (60) days after having notice of Expenses is the basis for any such Infringement Action, or (2) abandons any such Infringement Action, Licensor shall have the right, but not timely made pursuant the obligation, to Section 7initiate and/or assume the prosecution or defense, (iv) payment as applicable, and control, at its own expense, of indemnification pursuant to this Agreement is not made any such Infringement Action; provided, that, within ten (10) days after a determination has been made written notice to Licensee by Licensor of their intention to bring or maintain such Infringement Action, Licensee does not bring or maintain such Infringement Action. The party that Indemnitee is entitled to indemnificationprosecutes or defends, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceableas applicable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee an Infringement Action shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek keep all proceeds arising from any such adjudication in accordance with this Agreement. Indemnitee, in Infringement Action and any settlements or compromises thereof until such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking Party has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by recovered all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, costs incurred in connection with such assertion, action, suit or proceeding, and thereafter, the request for indemnificationother party shall be permitted to recoup its costs incurred in connection with such assertion, action, suit or (ii) a prohibition proceeding from any such proceeds, and any remaining such proceeds shall be split equally between Licensor and Licensee. Licensor and Licensees shall keep each other reasonably informed regarding the prosecution and maintenance of, and Infringement Actions with respect to, the Supplier Link Patents and cooperate with each other in good faith in connection with all matter relating thereto, including the negotiation of settlements or compromises of such indemnification under applicable lawInfringement Actions (including granting licenses, covenants not to ▇▇▇ and any other rights with respect to the Supplier Link Patents to third parties); provided, that Licensor shall not settle or compromise any such Infringement Action without Licensee’s prior written consent, which consent shall be at Licensee’s discretion. To the extent that any Supplier Link Patents are assigned to Licensee, references to “Licensee” in the foregoing Patent Enforcement sections shall remain references to Galileo International, LLC, and references to “Licensor” in the foregoing Patent Enforcement sections shall remain references to Orbitz, LLC.

Enforcement. (a) Any The Director may enforce any right to indemnification indemnification, advances or advances granted exculpation provided by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if in compliance with Section 23 if: (ia) the Corporation denies the claim for indemnification indemnification, advances or advances is deniedexculpation, in whole or in part, ; or (iib) no disposition the Corporation does not dispose of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication time period required by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement advancement of Expenses under pursuant to, and in compliance with, Section 9 of this Agreement, provided ) that the required undertaking has been tendered to the Corporation) that Indemnitee Director is not entitled to indemnification because of the limitations set forth or exculpation under this Agreement. However, except as provided in Section 3 hereof13 of this Agreement, the Corporation shall not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Director has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proving by clear and convincing evidence that indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including the Boardits Board of Directors, any a committee of the Boardthereof, or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee or exculpation is proper in the circumstances, circumstances because the Director has met the applicable standard of conduct nor an actual determination by the Corporation (including the Boardits Board of Directors, any a committee of the Boardthereof, or the Corporation’s stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) that such indemnification or exculpation is improper because the Director has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that Indemnitee the Director is not entitled to indemnification or exculpation under this Agreement or otherwise. The Director’s expenses incurred in connection with successfully establishing the Director’s right to indemnification, advances or exculpation, in whole or in part, in any Proceeding shall also be paid or reimbursed by the Corporation. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that: (i) the Director is not entitled to indemnification under this Agreement Sections 4, 5 or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions 7 of this Agreement are because the Director did not validact in good faith and in a manner which the Director reasonably believed to be in or not opposed to the best interests of the Corporation, binding and enforceable and shall stipulate in and, with respect to any such court criminal action or proceeding, had reasonable cause to believe that the Corporation Director’s conduct was unlawful; or (ii) the Director is bound by all the provisions not entitled to exculpation under Section 3 of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any 8.1 Each party shall promptly advise the other in writing of any known acts of potential infringement of the PATENT RIGHTS by third party. LICENSEE has the first right to indemnification police the PATENT RIGHTS against infringement by third parties within the TERRITORY and the FIELD OF USE, but LICENSEE shall notify MICHIGAN twenty (20) days before filing any suit; notwithstanding, LICENSEE may so notify MICHIGAN one (1) day before filing any such suit if circumstances exist to make such twenty (20)-day notice impossible and LICENSEE notifies MICHIGAN as soon as reasonably possible. LICENSEE shall not file any suit without a diligent investigation of the merits of such suit by its counsel, including with respect to PATENT RIGHTS. This right to police includes defending any action for declaratory judgment of noninfringement or advances granted invalidity; and prosecuting, defending or settling all infringement and declaratory judgment actions at its expense and through counsel of its selection, except that LICENSEE shall make any such settlement only with the advice and consent of MICHIGAN. If LICENSEE has a reasonable basis for policing the patents and has provided said twenty (20) days notice (or such shorter period as permitted herein), MICHIGAN shall provide reasonable assistance to LICENSEE with respect to such actions, including at the request of LICENSEE, joining such actions as a party if MICHIGAN is a necessary party to the lawsuit, but only if LICENSEE reimburses MICHIGAN for out-of-pocket expenses incurred by this Agreement MICHIGAN in connection with any such assistance rendered at LICENSEE’S request or reasonably required by MICHIGAN. MICHIGAN retains the right to Indemnitee shall be enforceable by or on behalf participate, with counsel of Indemnitee its own choosing and at its own expense, in any court action under this Section 8.1. If a claim or counterclaim is made by any third party that any of competent jurisdiction if (i) the claim for indemnification PATENT RIGHTS is invalid or advances is deniedunenforceable, in whole or in partthen MICHIGAN, (ii) no disposition at its sole option, shall have the right to intervene and assume control over the defense of such claim or counterclaim, and LICENSEE shall provide reasonable cooperation in the defense of such claim or counterclaim; provided, however, that MICHIGAN shall not make any settlement with respect to such claim or counterclaim without the advice and consent of LICENSEE, such consent not to be unreasonably withheld, conditioned or delayed, If a third party asserts jurisdiction for any such action solely as the result of acts of MICHIGAN and MICHIGAN exercises it right to control, then MICHIGAN shall be responsible for the reasonable costs and fees of defending such action, but otherwise the remainder of this Section 8.1 shall control. 8.2 If LICENSEE recovers under this Article 8 damages in patent litigation or settlement thereof, the award shall be applied first to satisfy LICENSEE’S and MICHIGAN’s reasonable expenses and legal fees for the litigation. The remaining balance shall be divided between the parties as follows: [***] percent ([***]%) to LICENSEE and [***] percent ([***]%) to MICHIGAN; provided, however, that to the extent such patent litigation or settlement thereof relates to this Agreement and other third party licenses to LICENSEE, such [***] percent ([***]%) allocation to MICHIGAN shall be [***] between MICHIGAN and any such third party licensor(s). This provision shall control the division of revenues where a license is made granted as part of a settlement of such lawsuit. 8.3 If LICENSEE fails to take action to ▇▇▇▇▇ any alleged infringement of patents within the PATENT RIGHTS within ninety (90) days of a written request therefor; by MICHIGAN to do so (iiior within a shorter period if required to preserve the legal rights of MICHIGAN under any applicable laws) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination then MICHIGAN has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens right to take any such action (including prosecution of a suit) at its expense and LICENSEE shall use reasonable efforts to declare this Agreement void or unenforceablecooperate in such action, or institutes any litigation or other at MICHIGAN’S request and expense. During such action or proceeding designed LICENSEE shall not have the right to denygrant sublicenses without MICHIGAN’s permission, or to recover from, Indemnitee the benefits provided or intended such permission not to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesunreasonably withheld, and the Corporation shall not oppose Indemnitee’s right MICHIGAN has full authority to seek any settle on such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreementterms as MICHIGAN determines, provided that such settlement terms do not adversely affect any of LICENSEE’s rights hereunder. If MICHIGAN recovers damages in patent litigation or settlement thereof, the required undertaking has been tendered award shall be applied first to satisfy LICENSEE’S and MICHIGAN’s reasonable expenses and legal fees for the Corporation) that Indemnitee litigation. The remaining balance shall be [***] LICENSEE and MICHIGAN. This provision shall control the division of revenues where a license is not entitled to indemnification because granted as part of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup a settlement of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiselitigation. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right If either party learns of any actual or threatened infringement or misappropriation or any attack on the validity or enforceability by a Third Party with respect to indemnification or advances granted by this Agreement to Indemnitee Assigned Technology anywhere in the Territory, such party shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) promptly notify the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition other party and shall provide such other party with available evidence of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseevents. (b) To GPI shall have the fullest extend first option to pursue any enforcement or defense of the Assigned Technology against infringement or misappropriation, including defense against a declaratory judgment action alleging invalidity or non-infringement of any of the Assigned Technology, Joint Program Intellectual Property and Joint Patent Rights; provided, that GPI pays all costs and expenses related to the same, keeps CBLI reasonably informed of its progress and provides CBLI with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. GPI’s costs and expenses in prosecuting or defending such matters shall be subject to expense allocation (and reimbursement, if any) in accordance with Section 6.2(e). GPI shall notify CBLI of its decision to exercise its right to enforce or defend the Assigned Technology as soon as possible, but not prohibited by lawlater than sixty (60) days following its discovery or receipt of notice of the alleged infringement or misappropriation. (c) If (i) GPI notifies CBLI that it will not enforce any Assigned Technology; (ii) GPI has exhausted all legal appeals with respect to causing the alleged infringement or misappropriation to cease or causing the person alleging the infringement or misappropriation to forebear, (iii) GPI fails to bring an infringement or misappropriation action within one hundred twenty (120) days following its discovery or receipt of notice of the alleged infringement or misappropriation or (iv) GPI is not diligently pursuing an infringement or misappropriation action or diligently defending the validity or enforceability of Assigned Technology, then CBLI shall have the right to pursue the alleged infringer or party responsible for the alleged misappropriation or take control of any action initiated by, or being defended by, GPI at CBLI’s own expense solely with respect to the CBLI Field. Notwithstanding the foregoing, if GPI has not initiated an infringement or misappropriation action as described under (iii) above, or ceased to pursue such action, on the advice of outside patent counsel, then CBLI agrees not to initiate such an action without GPI’s prior consent not to be unreasonably withheld or delayed (with the determination of reasonableness taking into account the costs of such litigation, its likelihood for success, the Corporation potential damages or settlement recovery, and the potential for exposure to counterclaims and defenses against GPI with respect to the applicable Covered Product). In any such case, GPI will, wherever possible under Applicable Law, substitute CBLI as party plaintiff for purposes of pursuing any alleged infringer or party responsible for the alleged misappropriation, or as defendant for defending any Assigned Technology. (d) Any recovery of damages or other sums recovered in a proceeding or action with regard to Assigned Technology handled by a party pursuant to Section 6.2(b) or Section 6.2(c) shall be precluded applied first in satisfaction of any unreimbursed expenses and legal fees of the party bringing or defending the proceeding or action (the “Acting Party”) and next, if applicable, in satisfaction of the costs and expenses incurred by the other party in connection therewith, including reasonable attorneys’ fees involved in the prosecution and/or defense of any proceeding or action and, if after such reimbursement any funds shall remain from asserting such damages or other sums recovered, the remaining recovery shall be retained one hundred percent (100%) by the Acting Party. No settlement, consent judgment or other voluntary final disposition of any suit regarding Assigned Technology may be entered into without the consent of the other party, which consent shall not be unreasonably withheld. (e) In any infringement or misappropriation suit that either party may institute to enforce Assigned Technology or in any judicial proceeding commenced pursuant declaratory judgment action alleging invalidity, non‑infringement or non-misappropriation of any Assigned Technology brought against CBLI or GPI, the other party shall, at the request and expense of the party initiating or defending the suit or action, cooperate and assist in all reasonable respects, having its employees testify when requested and making available relevant records, papers, information, specimens and the like. In addition, upon the reasonable request of the party instituting an action under Section 6.2(a) or Section 6.2(b), or if required by Applicable Law, the other party shall join such action and shall be represented using counsel of its own choice, at the requesting party’s expense; provided, that if GPI does not initiate an action hereunder on the advice of outside patent counsel, then CBLI may not require GPI to join such action but CBLI may have GPI join such action as an involuntary party, but GPI shall not be required to participate in such action. (f) CBLI shall have the first option to pursue any enforcement or defense of Assigned Technology licensed to it by GPI under Section 2.1(b), against infringement or misappropriation solely within the CBLI Field, including defense against a declaratory judgment action alleging invalidity or non-infringement the Assigned Technology; provided, that CBLI pays all costs and expenses related to the same, keeps GPI reasonably informed of its progress and provides GPI with copies of any substantive documents related to such proceedings and reasonable notice of all such proceedings. CBLI’s costs and expenses in prosecuting or defending such matters shall be subject to expense allocation (and reimbursement, if any) in accordance with Section 6.2(e). CBLI shall notify GPI of its decision to exercise its right to enforce or defend Assigned Technology, Joint Program Intellectual Property or Joint Patent Rights within the CBLI Field as soon as possible, but not later than sixty (60) days following its discovery or receipt of notice of the alleged infringement. The provisions of Section 6(c) shall apply to any enforcement matter by CBLI under this Section 12 that 6.2(f), with all references in Section 6.2(c) to GPI being deemed references to CBLI, all references in Section 6.2(c) to CBLI being deemed references to GPI, and all references in Section 6.2(c) to Assigned Technology being deemed references to Assigned Technology licensed to CBLI by GPI under Section 2.1(b). The provisions of Section 6(d) shall apply to any enforcement matter by CBLI under this Section 6.2(f), with all references in Section 6.2(d) to GPI being deemed references to CBLI, all references in Section 6.2(d) to CBLI being deemed references to GPI, all references in Section 6.2(d) to Assigned Technology being deemed references to Assigned Technology licensed to CBLI by GPI under Section 2.1(b) within the procedures and presumptions CBLI Field. (g) Notwithstanding any provisions of this Agreement are not validSection 6.2 to the contrary, binding and enforceable and each party shall stipulate promptly give written notice to the other of any filing of which it becomes aware, for regulatory approval of a generic form of the Covered Product if such filing becomes permissible in any such court that country of the Corporation is bound by all Territory during the provisions term of this Agreement. If a determination GPI shall then have been made pursuant the right to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by bring such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleadinginfringement action, in connection with its discretion and at its own expense, in its own name and/or in the request for indemnificationname of CBLI using the procedure set forth in Section 6.2(b). If GPI does not wish to bring such action it shall notify CBLI promptly, in such a manner as to not prejudice such infringement action, and CBLI may bring such action using the procedure set forth in Section 6.2(c). For the avoidance of doubt, if GPI does not initiate an infringement action hereunder on the advice of outside patent counsel, then CBLI agrees not to (and shall cause, to the extent CBLI has the legally enforceable right to do so, its licensor(s) not to) initiate such an action without GPI’s prior consent not to be unreasonably withheld or (ii) a prohibition of such indemnification under applicable lawdelayed.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the If a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made to the Company pursuant to Section 74 hereof is not paid in full by the Company within 30 calendar days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. (ivb) payment of In any action brought under Section 6(a) hereof, it shall be a defense to a claim for indemnification pursuant to Section 2(a) or 2(b) hereof that the Indemnitee has not met the standards of conduct which make it permissible under the BCA for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal counsel or the Shareholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the BCA, nor an actual determination by the Company (including the Board, independent legal counsel or the Shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (c) It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of the Indemnitee's rights under this Agreement is not made within ten (10) days after a determination by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has been made failed to comply with any of its obligations under the Agreement or in the event that Indemnitee is entitled to indemnification, or (v) the Corporation Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee shall be entitled from time to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement time to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because retain counsel of the limitations set forth in Section 3 hereof. Neither Indemnitee's choice, at the failure expense of the Corporation (including Company as hereafter provided, to represent the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay and be solely responsible for indemnificationany and all costs, charges and expenses, including without limitation attorneys' and others' fees and expenses, reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a prohibition result of such indemnification under applicable lawthe Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee Licensor shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) have the claim for indemnification or advances is deniedright, in whole or in partbut not the obligation, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take action against third parties in the courts, administrative agencies or otherwise, at Licensor’s cost and expense, to prevent or terminate infringement, misappropriation, illegal use, dilution, imitation or misuse of the Licensed Marks in the Territory, and to oppose or cancel applications or registrations for any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to denyTrademark that conflicts with the Licensed Marks, or to recover from, Indemnitee otherwise defend the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseLicensed Marks. (b) To the fullest extend not prohibited Licensee shall reasonably cooperate with Licensor in any action, suit or proceeding that Licensor may undertake under Section 5.02(a) (including executing, filing and delivering all documents and evidence reasonably requested by Licensor) and shall lend its name to such action, suit or proceeding if reasonably requested by Licensor or required by law, the Corporation . All reasonable out-of-pocket expenses incurred by Licensee in connection therewith shall be precluded from asserting in any judicial proceeding commenced pursuant reimbursed by Licensor. Licensee shall have the right to this Section 12 that the procedures participate and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate be represented in any such court action, suit or proceeding by its own counsel at its own expense. Licensee shall have no claim of any kind against Licensor based on or arising out of Licensor’s handling of or decisions concerning any action, suit or proceeding, or settlement or compromise thereof, undertaken under this Article 5, and Licensee hereby irrevocably releases Licensor from any such claim. All damages or other compensation of any kind recovered in any action, suit or proceeding undertaken by Licensor, or from any settlement or compromise thereof, shall be for the benefit of Licensor after the apportionment and reimbursement of the reasonable out-of-pocket expenses of both Parties. (c) If Licensor determines not to initiate or continue pursuing any such action, suit or proceeding with respect to any of the Licensed Marks, then Licensee may initiate or assume control of such action, suit or proceeding in its own name solely to the extent that it relates to the Corporation is bound by all Availability Business, with such action, suit or proceeding undertaken at Licensee’s sole cost and expense; provided, however, that Licensee keeps Licensor informed of the provisions status of, and its activities regarding, such action, suit or proceeding and any settlement or other resolution thereof; and; provided, further, Licensee shall not take any action that would reasonably be expected to subject Licensor to any liability or compromise the validity or enforceability of this Agreementthe Licensed Marks, or otherwise curtail any of Licensor’s rights in the Licensed Marks or any of Licensor’s other Trademarks. If a determination requested to do so, Licensor shall have been made pursuant to reasonably cooperate with Licensee in any such action, suit or proceeding that Licensee may undertake under this Agreement that Indemnitee is entitled to indemnification, the Corporation Section 5.02(c). All reasonable out-of-pocket expenses incurred by Licensor in connection therewith shall be bound reimbursed by such determination Licensee. All damages or other compensation of any kind recovered in any Proceeding commenced pursuant to this Section 12action, absent (i) a misstatement suit or proceeding undertaken by Indemnitee of a material factLicensee, or an omission from any settlement or compromise thereof, shall be for the benefit of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with Licensee after the request for indemnification, or (ii) a prohibition apportionment and reimbursement of such indemnification under applicable lawthe reasonable out-of-pocket expenses of both Parties.

Enforcement. Until the First Lien Obligations Payment Date has occurred, whether or not a Insolvency Proceeding has been commenced by or against any Credit Party: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or The Second Lien Agent and the Second Lien Secured Parties (and Collateral Agent, on behalf of Indemnitee in Second Lien Agent or Second Lien Secured Parties, under any court of competent jurisdiction if Shared Security Document): (i) will not exercise or seek to exercise any rights or remedies (including setoff) with respect to the claim for indemnification Common Collateral (including, without limitation, the exercise of any right under any lockbox agreement, account control agreement, landlord waiver or advances bailee’s letter or similar agreement or arrangement to which the Second Lien Agent or any Second Lien Secured Party is denieda party), or institute any action or proceeding with respect to such rights or remedies (including any action of foreclosure); provided, however, that the Second Lien Agent may exercise (and direct Collateral Agent to exercise, pursuant to any Shared Security Document) any or all such rights and remedies of Second Lien Secured Parties under any Second Lien Security Document after the passage of a period of 179 days from the date of delivery of a notice in writing to the First Lien Agent that an Event of Default (as defined in the Second Lien Agreement) has occurred under the Second Lien Documents and the Second Lien Obligations have been accelerated (with respect to each individual Event of Default, each a “Standstill Period”) which notice may only be delivered following the occurrence of and during the continuation of an Event of Default (as defined in the Second Lien Agreement) under the Second Lien Documents and the Second Lien Obligations have been accelerated; provided, further, however, notwithstanding anything herein to the contrary, in whole no event shall the Second Lien Agent or in partany Second Lien Secured Party exercise or continue to exercise any rights or remedies with respect to the Common Collateral if, notwithstanding the expiration of any outstanding Standstill Period, the First Lien Agent or First Lien Lenders (or the Collateral Agent on their behalf) shall have commenced and are diligently pursuing the exercise of any of their rights or remedies with respect the Common Collateral (prompt notice of such exercise to be given to the Second Lien Agent), (ii) no disposition will not contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, the First Lien Agent or any First Lien Secured Party or any other exercise by the Collateral Agent, the First Lien Agent or any First Lien Secured Party, of such claim is made within ninety (90) days of request therefor; any rights and remedies relating to the Common Collateral under the First Lien Documents or otherwise, and (iii) advancement of Expenses is subject to its rights under clause (a)(i) above, will not timely made pursuant object to Section 7the forbearance by the Collateral Agent, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, the First Lien Agent or (v) the Corporation First Lien Secured Party from bringing or pursuing any foreclosure proceeding or action or any other person exercise of any rights or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered remedies relating to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseCommon Collateral. (b) To Except as provided in Section 3.1(a)(i) hereof following the fullest extend not prohibited by lawexpiration of a Standstill Period, the Corporation First Lien Secured Parties shall be precluded from asserting have the exclusive right (and under any Shared Security Document shall have the exclusive right to instruct the Collateral Agent) to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any Second Lien Secured Party, but subject to the proviso set forth in any judicial proceeding commenced pursuant Section 5.1. Upon the occurrence and during the continuance of a default or an event of default under the First Lien Documents, subject to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement, the First Lien Agent and the other First Lien Secured Parties may (and under any Shared Security Document may instruct the Collateral Agent on their behalf to) take and continue any Enforcement Action in such order and manner as they may determine in their sole discretion. (c) Collateral Agent shall not be obligated to follow any instructions of Second Lien Secured Parties if such instructions conflict with the provisions of this Agreement, any Shared Security Document or any applicable law or Collateral Agent determines, in its sole and absolute discretion, that such instructions are ambiguous, inconsistent, in conflict with previously received instructions or otherwise insufficient to direct the actions of Collateral Agent, provided that Collateral Agent explains the grounds for a refusal based on a deficiency of instructions. If a determination Nothing in this Article II shall impair the right of Collateral Agent in its discretion to take any action authorized under this Agreement or any Shared Security Document, to the extent that the consent of any party hereto is not required or to the extent such action is not prohibited by the terms hereof or thereof, which it deems proper and consistent with the instructions given by First Lien Secured Parties as provided for herein or otherwise in the best interest of First Lien Secured Parties. In the absence of written instructions for any particular matter, Collateral Agent shall have been made no duty to take or refrain from taking any action unless such action or inaction is explicitly required by the terms of this Agreement, the Shared Security Documents, or applicable law. Collateral Agent shall have no duty with respect to the expiration of any Standstill Period unless it first receives notice that such Standstill Period has expired. On and after the First Lien Obligations Payment Date, and at any time prior thereto following the expiration of any applicable Standstill Period pursuant to this Agreement that Indemnitee is entitled Section 3.1(a)(i) above, and subject to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to first sentence of this Section 123.1(c) and Section 10 hereof, absent Collateral Agent agrees that it shall follow instructions of Second Lien Secured Parties with respect to the Common Collateral and Shared Security Documents. (id) a misstatement Beyond its duties expressly provided herein or in the Shared Security Documents and its duties to account to Secured Parties and/or the Credit Parties for monies and other property received by Indemnitee it hereunder or under any Shared Security Document, Collateral Agent shall have no implied duty to Secured Parties or any Credit Party as to any property belonging to any Credit Party (whether or not the same constitutes Collateral) in its possession or control or in the possession or control of a material factany of its agents or nominees, or an omission any income thereon or as to the preservation of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, rights against prior parties or (ii) a prohibition of such indemnification under applicable lawany other rights pertaining thereto.

Enforcement. (a) Any right If either Party becomes aware of any actual or threatened infringement of any Product Trademark in the Partner Territory, such Party shall promptly notify the other Party in writing. (b) Partner shall have the first right, at its own expense, to indemnification initiate infringement proceedings or advances granted by this Agreement take other appropriate actions against an infringement of any Product Trademark in the Partner Territory and/or to Indemnitee shall be enforceable by defend any actions or on behalf of Indemnitee proceedings involving the Product Trademarks in any court of competent jurisdiction if the Partner Territory, as the case may be. (ic) the claim for indemnification If Partner does not initiate proceedings or advances is denied, in whole or in part, (ii) no disposition of such claim is made take other appropriate action within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) calendar days after receipt of a determination has been made that Indemnitee is entitled request by Bioprojet to indemnificationdo so, then Bioprojet shall be entitled, at its own expense, to initiate infringement proceedings or (v) take other appropriate action against an infringement of a Product Trademark in the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to denyPartner Territory, or to recover from, Indemnitee the benefits provided defend any actions or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification proceedings involving or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be affecting a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper Product Trademark in the circumstancesPartner Territory, nor an actual determination by as the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwisecase may be. (bd) To The Party conducting such action shall have full control over the fullest extend conduct of such action, including settlement thereof; provided, however, that the Party conducting such action may not prohibited by lawsettle any such action, or make any admissions or assert any position in such action, in a manner that would materially adversely affect the Product Trademarks in the Partner Territory nor the rights or interests of the other Party, without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. (e) In any event, the Corporation Parties shall be precluded from asserting keep one another informed of the status of their respective activities regarding any litigation in the Partner Territory involving a Product Trademark or settlement thereof and shall assist one another and cooperate in any judicial proceeding commenced such litigation at the other’s reasonable request (including joining as a party plaintiff to the extent necessary and requested by the other Party) and the other’s expense. (f) Partner and Bioprojet shall recover their respective actual out-of-pocket expenses, or proportionate percentages thereof, associated with any litigation against infringers undertaken pursuant to this Section 12 that the procedures and presumptions 12.6 or settlement thereof from any resulting recovery made by either Party. Any excess amount of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation recovery shall be bound by allocated between Partner and Bioprojet as set forth in the following table to the extent such determination in any Proceeding commenced pursuant recovery represents damages pertaining to this Section 12, absent (i) a misstatement by Indemnitee the infringement of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, Product Trademark in connection with the request for indemnification, or (ii) a prohibition Partner Territory: Portion of such indemnification under applicable law.recovery less than or equal to US$200,000,000 13 % 87 % Portion of such recovery greater than US$200,000,000 and less than or equal to US$400,000,000 15 % 85 % Portion of such recovery greater than US$400,000,000 and less than US$600,000,000 21 % 79 % Portion of such recovery greater than US$600,000,000 24 % 76 %

Enforcement. (a) Any right Ground Lessor is not permitted, in the absence of an uncured default of Borrower under the Ground Lease beyond all applicable notice and cure periods, to indemnification disturb the possession, interest or advances granted by this Agreement to Indemnitee shall be enforceable by quiet enjoyment of Borrower or on behalf of Indemnitee any sublessee, or in any court of competent jurisdiction if (i) manner, which would adversely affect the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits security provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseMortgage. (b) To Ground Lessor acknowledges and agrees that, upon the occurrence of an Event of Default, Lender may take such action, without notice or demand, as it deems advisable to protect and enforce its rights against Borrower, the Ground Lessor, and in and to the Mortgaged Property, to the fullest extend not prohibited extent under the terms of the Mortgage, the Loan Agreement, and the other Loan Documents. (c) Each right and remedy provided in the Mortgage is distinct from all other rights or remedies under the Mortgage or otherwise afforded by applicable law, the Corporation and each shall be precluded from asserting cumulative and may be exercised concurrently, independently, or successively, in any judicial proceeding commenced pursuant order, against the Ground Lessor or the Borrower, as Lender may elect in its sole discretion, subject to this the limitations provided in Section 12 that 5 hereof. (d) In the procedures and presumptions event of this Agreement are not valida foreclosure, binding and enforceable and assignment of the Ground Lease in lieu of foreclosure, exercise of any power of sale or other collateral realization with respect to any of the Mortgaged Property, the purchaser at such foreclosure or assignee with respect thereto shall stipulate automatically become the tenant thereunder, without the consent of either the Ground Lessor or the holder of the Bonds (but with prior written notice to the Ground Lessor). Copies of all notices of Events of Default sent to Borrower under the Mortgage shall be sent to the Ground Lessor. (e) Subject to the terms of the Loan Documents, Lender shall be entitled to participate in any settlement regarding insurance or condemnation proceeds or awards, to collect and hold any such court that proceeds or awards and to determine and direct whether any such proceeds or awards are made available for the Corporation is bound restoration of the Mortgaged Property or are applied to the repayment of the loan being made to Borrower by all Lender in connection herewith. (f) There shall be no merger of estates if the provisions Ground Lessor, or any successor- in-interest to the Ground Lessor, acquires Borrower’s leasehold interest in the Mortgaged Property. In the event both the Ground Lessor’s and ▇▇▇▇▇▇▇▇’s estate under the Ground Lease or any portion thereof which constitutes a part of this Agreement. If a determination the Premises shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationat any time become vested in the Ground Lessor, the Corporation Mortgage shall not be bound destroyed or terminated by such determination in any Proceeding commenced pursuant application of the doctrine of merger unless Lender so elects as evidenced by recording a written declaration so stating and, unless and until Lender so elects, Lender shall continue to this Section 12, absent (i) a misstatement by Indemnitee have and enjoy all of a material fact, or an omission the rights and privileges of a material fact necessary Lender as to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawseparate estates.

Enforcement. (a) Any right to indemnification or advances granted by The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Company hereby in order to induce Indemnitee shall be enforceable by to commence or on behalf continue serving as a director, Designated Officer and/or Designated Employee of the Company, and/or at the request of the Company as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, and acknowledges that Indemnitee is relying upon this Agreement in any court of competent jurisdiction if commencing or continuing in such capacity. (b) If (i) the claim for a determination is made that Indemnitee is not entitled to indemnification or advances is denied, in whole or in partunder this Agreement, (ii) no disposition an advancement of such claim Expenses, judgments, fines or amounts to be paid in settlement or other amounts pursuant to Section 11 hereof is not made within fifteen (15) days after receipt by the Company of a request therefor, (iii) a determination of entitlement to indemnification pursuant to Section 8 hereof has not been made within ninety (90) days after receipt by the Company of the request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7therefor, or (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) 10 days after a determination has been made that Indemnitee is entitled to indemnification, or (v) then Indemnitee may bring an action against the Corporation or any other person or entity takes or threatens Company to take recover the unpaid amount of the claim. In the event Indemnitee is required to bring any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, enforce rights or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses collect moneys due under this Agreement, provided the Company shall reimburse Indemnitee for all of the Indemnitee’s Expenses in bringing and pursuing such action, whether or not Indemnitee is successful in such action, unless the court or other adjudicative body determines that such action for enforcement brought by Indemnitee was frivolous. (c) In the required undertaking has event that a determination shall have been tendered made pursuant to the Corporation) Section 8 hereof that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Boardindemnification, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) judicial proceeding commenced pursuant to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper this Section 11 shall be conducted in all respects as a defense to de novo trial on the action or create merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation Change of Control shall be precluded from asserting have occurred in any judicial proceeding commenced pursuant to this Section 12 11, the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. case may be. (d) If a determination shall have been made or deemed to have been made pursuant to this Agreement Section 8 or 9 hereof that Indemnitee is entitled to indemnification, the Corporation Company shall be bound by such determination in any Proceeding judicial proceeding commenced pursuant to this Section 1211, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. (e) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced to enforce this Agreement, including a judicial proceeding commenced pursuant to this Section 11, that the procedures and presumptions of this Agreement are not valid, binding and enforceable or that there is not sufficient consideration for this Agreement and shall stipulate in any such court that the Company is bound by all the provisions of this Agreement.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the If a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made to the Company pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement 4 hereof is not made paid in full by the Company within ten (10) 30 calendar days after a determination written claim has been made that received by the Company, the Indemnitee is entitled may at any time thereafter bring suit against the Company to indemnification, or recover the unpaid amount of the claim. (vb) the Corporation or any other person or entity takes or threatens to take In any action to declare this Agreement void or unenforceablebrought under Section 6(a) hereof, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It it shall be a defense to any action for which a claim for indemnification is made under Section 2 pursuant to Sections 2(a) or 2(b) hereof (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance or reimbursement of Expenses under this Agreementits final disposition where the Undertaking, provided that the required undertaking if any is required, has been tendered to the CorporationCompany) that the Indemnitee is has not entitled met the standards of conduct which make it permissible under the DGCL for the Company to indemnification because indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the limitations set forth in Section 3 hereofCompany. Neither the failure of the Corporation Company (including the Board, any committee of the Board, independent legal counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersStockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of the Indemnitee is proper in the circumstancescircumstances because he has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation Company (including the Board, any committee of the Board, independent legal counsel or the Corporation’s stockholders, or any subgroup of such directors or stockholdersStockholders) that the Indemnitee has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (c) It is the intent of the Company that the Indemnitee not entitled be required to indemnification incur the expenses associated with the enforcement of his rights under this Agreement by litigation or otherwise. other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has failed to comply with any of its obligations under the Agreement or in the event that the Company or any other person takes any action to declare the Agreement void or unenforceable, or institutes any action, suit or proceeding designed (bor having the effect of being designed) To the fullest extend not prohibited by lawto deny, or to recover from, the Corporation shall Indemnitee the benefits intended to be precluded from asserting in any judicial proceeding commenced pursuant provided to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationhereunder, the Corporation shall be bound by such determination in any Proceeding commenced pursuant Company irrevocably authorizes the Indemnitee from time to this Section 12time to retain counsel of his choice, absent (i) a misstatement by at the expense of the Company as hereafter provided, to represent the Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay and be solely responsible for indemnificationany and all costs, charges and expenses, including without limitation attorneys' and others' fees and expenses, reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a prohibition result of such indemnification under applicable lawthe Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid.

Enforcement. (a) Any right Subject to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Section 17.6, in the event that Taiho or MG reasonably believes that any Licensed Technology or Joint Intellectual Property is infringed or misappropriated in the Territory by a third party within the Field, or with respect to a Selected Compound outside the Field or is subject to a declaratory judgment action arising from either of such type of infringement in the Territory (collectively, “Subject Infringements”), MG or Taiho (respectively) shall promptly notify the other Party. Promptly after such notice the Parties shall meet to discuss the course of action to be taken with respect to an Enforcement Action (as defined below) with respect to such infringement or misappropriation, including the control thereof and sharing of costs and expenses related thereto, for the purposes of entering into a litigation agreement setting forth the same (“Litigation Agreement”). If a determination the Parties do not enter such Litigation Agreement, Taiho shall have been made pursuant the initial right (but not the obligation) to enforce the Licensed Technology and Joint Intellectual Property in the Territory with respect to the Subject Infringement, or defend any declaratory judgment action with respect thereto (for purposes of this Agreement Section 17.6, an “Enforcement Action”). In the event Taiho does not notify MG that Indemnitee is entitled it intends to indemnificationenforce or defend the Licensed Technology and Joint Intellectual Property against a Subject Infringement within one hundred and twenty (120) days after notice by either Party of an alleged Subject Infringement in the Territory, then MG shall have the right (but not the obligation) to enforce or defend against such alleged Subject Infringement. Absent a Litigation Agreement, the Corporation Party controlling the enforcement shall keep the other Party reasonably informed of the progress of any Enforcement Action, and the other Party shall have the right to participate with counsel of its own choice at its own expense, and shall reasonably cooperate with the Party initiating the Enforcement Action (including joining as a party plaintiff to the extent necessary and requested by the other Party). Unless otherwise agreed, all amounts recovered in the Enforcement Action, after reimbursing the Party initiating such Enforcement Action for its costs and expenses incurred in such Enforcement Action, shall be bound shared between the Parties as follows: (a) if such Enforcement Action is initiated by Taiho, […***…]% to Taiho and […***…]% to MG and (b) if such determination in any Proceeding commenced pursuant Enforcement Action is initiated by MG, […***…]% to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary MG and […***…]% to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawTaiho.

Enforcement. (a) Any Indemnitee may enforce any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (ia) the Company denies the claim for indemnification or advances is deniedadvances, in whole or in part, (iib) no disposition the Company does not dispose of such the claim is made within ninety (90) 90 days of a written request therefor; for indemnification or advances, (iiic) advancement any amount of Expenses Losses is not timely paid in full by the Company according to Section 3 or 4 after a determination is made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made 10 that the Indemnitee is entitled to indemnification, be indemnified or (vd) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication amount of Expense Advance is not paid in full by the Delaware Court of Chancery of Indemnitee’s entitlement Company according to such indemnification or advancement of Expenses, Section 8 after a request and an undertaking pursuant to Section 8 have been received by the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Company. (b) Indemnitee, in such the enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s the claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement advancement of Expenses under this Agreementpursuant to Section 8 above, provided that the required undertaking if Indemnitee has been tendered to the CorporationCompany the required affirmation and undertaking) that Indemnitee is not entitled to indemnification because under this Agreement, but the burden of proving this defense shall be on the limitations set forth in Section 3 hereofCompany. Neither the a failure of the Corporation Company (including the Board, any committee its Board of the Board, Directors or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersshareholders) to have made make a determination prior to the commencement of such the enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation Company (including the Board, any committee its Board of the Board, Directors or the Corporation’s stockholders, or any subgroup of such directors or stockholdersits shareholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited . The termination of any Proceeding by lawjudgment, the Corporation order of court, settlement, conviction or upon a plea of nolo-contendere, or its equivalent, shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions not, of this Agreement are not validitself, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If create a determination shall have been made pursuant to this Agreement presumption that Indemnitee is not entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawthis Agreement or otherwise.

Enforcement. (a) Any right to indemnification or advances granted by The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee shall be enforceable by to serve as a director or on behalf officer of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedCorporation, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made and acknowledges that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare relying upon this Agreement void in continuing as a director or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementofficer. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the The Corporation shall be precluded from asserting in any judicial proceeding action commenced pursuant to this Section 12 section 15 that the procedures and presumptions of in this Agreement section are not valid, binding binding, and enforceable and shall stipulate in any such court judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. If a determination shall have been made . (b) In any action commenced pursuant to this section 15, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in section 1(f)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this section 15, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this section 15 that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the Corporation shall be bound expenses incurred by such determination Indemnitee in any Proceeding commenced connection with an action pursuant to this Section 12section 15 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, absent (i) if a misstatement by Change in Control shall have occurred, Indemnitee of a material fact, or an omission of a material fact necessary shall be entitled to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawthis section 15 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This section 15(d) is not subject to the provisions of section 8.

Enforcement. (a) Any The Officer may enforce any right to indemnification indemnification, advances or advances granted exculpation provided by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if if: (ia) the Corporation denies the claim for indemnification indemnification, advances or advances is deniedexculpation, in whole or in part, ; or (iib) no disposition the Corporation does not dispose of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication time period required by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement advancement of Expenses under pursuant to, and in compliance with, Section 9 of this Agreement, provided ) that the required undertaking has been tendered to the Corporation) that Indemnitee Officer is not entitled to indemnification because of the limitations set forth or exculpation under this Agreement. However, except as provided in Section 3 hereof13 of this Agreement, the Corporation shall not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Officer has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proving by clear and convincing evidence that indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including the Board, any committee its Board of the Board, Directors or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee or exculpation is proper in the circumstances, circumstances because the Officer has met the applicable standard of conduct nor an actual determination by the Corporation (including the Board, any committee its Board of the Board, Directors or the Corporation’s stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) that such indemnification or exculpation is improper because the Officer has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that Indemnitee the Officer is not entitled to indemnification or exculpation under this Agreement or otherwise. The Officer's expenses incurred in connection with successfully establishing the Officer's right to indemnification, advances or exculpation, in whole or in part, in any Proceeding shall also be paid or reimbursed by the Corporation. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that: (i) the Officer is not entitled to indemnification under this Agreement Sections 4, 5 or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions 7 of this Agreement are because the Officer did not validact in good faith and in a manner which the Officer reasonably believed to be in or not opposed to the best interests of the Corporation, binding and enforceable and shall stipulate in and, with respect to any such court criminal action or proceeding, had reasonable cause to believe that the Corporation Officer's conduct was unlawful; or (ii) the Officer is bound by all the provisions not entitled to exculpation under Section 3 of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (ai) Any right to indemnification or advances granted by The Participant acknowledges that compliance with all provisions, covenants and agreements set forth in this Agreement is reasonable and necessary to Indemnitee protect the legitimate business interests of the Company and its Subsidiaries and Affiliates. (ii) The Participant acknowledges that a breach of the Participant’s obligations under this Section 15 will result in irreparable and continuing damage to the Company and/or its Subsidiaries and Affiliates for which there is no adequate remedy at law. (iii) The Participant acknowledges that the Participant’s education, experience and/or abilities are such that the enforcement of the restrictive covenants in this Agreement will not prevent the Participant from earning a living and will not cause any undue hardship upon the Participant. (iv) In the event of the violation by the Participant of any of the covenants contained in Section 15, the terms of each such covenant so violated shall be enforceable automatically extended from the date on which the Participant permanently ceases such violation for a period equal to the period in which the Participant was in breach of the covenant or for a period of twelve (12) months from the date of the entry by a court of competent jurisdiction of an order or on behalf judgment enforcing such covenant(s), whichever period is later. (v) The Participant agrees that, in the event of Indemnitee any breach of the restrictive covenants contained in this Agreement, the Company and/or its Subsidiaries and Affiliates shall be entitled to obtain, from any court of competent jurisdiction if jurisdiction, preliminary and permanent injunctive relief to restrain the violation of the terms hereof by the Participant, and all persons acting for or on the Participant’s behalf. (ivi) Each of the claim for indemnification or advances is denied, restrictive covenants contained in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or independent of any other person or entity takes or threatens to take any action to declare contractual obligations of this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication otherwise owed by the Delaware Court Participant to the Company and/or its Subsidiaries and Affiliates. The existence of Chancery any claim or cause of Indemnitee’s entitlement to such indemnification action by the Participant against the Company and/or its Subsidiaries or advancement of ExpensesAffiliates, and the Corporation whether based on this Agreement or otherwise, shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be create a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To enforcement by the fullest extend not prohibited by law, the Corporation shall be precluded from asserting Company and/or its Subsidiaries and Affiliates of any restrictive covenant contained in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any Licensee, upon notice to Inhibrx, shall have the first right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if initiate and prosecute such legal action (i“Product Infringement Action”) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to denyat its expense, or to recover from, Indemnitee control the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court defense of Chancery of Indemnitee’s entitlement any declaratory judgment action relating to such indemnification or advancement of Expenses, and the Corporation Product Infringement; provided that Licensee shall not oppose Indemniteeenter into any settlement or compromise that would materially diminish or adversely affect the scope, exclusivity or duration of any Licensed IP or Inhibrx’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses rights under this Agreement, provided without Inhibrx’s prior written consent, which it may withhold in its sole discretion. Notwithstanding the foregoing, Licensee shall have the right to enforce a Binder Patent only: (i) if a Product Covered by such Binder Patent is at such time diligently being commercialized by a Selling Party in such country, and (ii) there is no Product-Specific Patent or Binder Improvement Patent in such country with a Valid Claim that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of Covers such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseProduct. (b) To If Licensee elects not to, or does not, initiate and prosecute a Product Infringement Action in a timely manner, then Inhibrx shall have the fullest extend not prohibited by law, the Corporation shall be precluded from asserting right to do so in any judicial proceeding commenced pursuant to this accordance with Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions 7.3.2 of this Agreement. If Inhibrx elects to initiate and prosecute a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationProduct Infringement Action as a result of Licensee not doing so in a timely manner, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent then Inhibrx shall: (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary notify Licensee in writing at least [***] ([***]) [***] prior to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or initiating such action (“Inhibrx Product Infringement Initiation Notice”); and (ii) bear the costs of any such Product Infringement Action to terminate such Product Infringement, including the costs of any legal action commenced or the defense of any declaratory judgment, except that Inhibrx shall not be responsible for any costs incurred by Licensee unless such costs were incurred at Inhibrx’s written request. Inhibrx shall have the right to join Licensee as a prohibition party to such action if Licensee is a necessary party to such action. (c) Notwithstanding Inhibrx’s right to initiate a Product Infringement Action under Section 7.3.2(b), Licensee shall have the right to prohibit Inhibrx from exercising its right to initiate such Product Infringement Action by providing Inhibrx with written notice of Licensee’s reasonable, strategic rationale for doing so no later than [***] ([***]) [***] after delivery of the corresponding Inhibrx Product Infringement Initiation Notice and Inhibrx shall not initiate or proceed with the Product Infringement Action described in the corresponding Inhibrx Product Infringement Initiation Notice. If Licensee does not exercise its Licensee Product Infringement Restriction Right prior to the date that is [***] ([***]) [***] after delivery of the corresponding Inhibrx Product Infringement Initiation Notice, then: (x) Licensee shall have no further right to prohibit Inhibrx from initiating with the Product Infringement Action described in such indemnification under applicable lawInhibrx Product Infringement Initiation Notice; and (y) Inhibrx shall have the right, exercisable in Inhibrx’s sole discretion, to initiate, proceed with and prosecute such Product Infringement Action in accordance with Section 7.3.2(b).

Enforcement. (a) Any right to indemnification or advances granted by The parties agree that irreparable damage would occur in the event that any provision of this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee were not performed in any court of competent jurisdiction if (i) accordance with the claim for indemnification or advances is deniedterms hereof and that Company, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee Parent and Merger Sub shall be entitled to specific performance of the terms and provisions hereof (including the obligation to consummate the Merger, subject in each case to the terms and conditions of this Agreement), including an adjudication injunction or injunctions to prevent breaches of this Agreement by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification Company, Parent or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. IndemniteeMerger Sub, in such enforcement actionaddition to any other remedy at law or equity. The Company, if successful Parent and Merger Sub each hereby waive (a) any defenses in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which specific performance, including the defense that a claim remedy at law would be adequate, and (b) any requirement under any Law to post a bond or other security as a prerequisite to obtaining equitable relief. In addition, notwithstanding anything to the contrary in this Agreement, Parent acknowledges and agrees that in the event of any breach or wrongful repudiation of this Agreement by Parent or Merger Sub, the actual damages incurred by the Company for indemnification is made purposes of determining damages to the extent available as a remedy to the Company under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement 9.09(c) would include the actual damages incurred by the Shareholders and Optionholders in the event that such Shareholders and Optionholders would not receive the benefit of Expenses under the bargain negotiated by the Company on their behalf as set forth in this Agreement, provided that the required undertaking has been tendered maximum aggregate liability of Parent and Merger Sub under or in connection with this Agreement and the transactions contemplated hereby shall be limited to the Corporation) that Indemnitee is not entitled to indemnification because of Merger Consideration and in no event shall the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, Company seek multiple or the Corporation’s its stockholderspunitive damages against Parent or Merger Sub, or any subgroup of such directors recovery, judgment or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper damages or any kind against Parent or Merger Sub in the circumstances, nor an actual determination by the Corporation (including the Board, any committee excess of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseMerger Consideration. (b) To the fullest extend not prohibited by law, the Corporation The Company hereby agrees that specific performance as provided for in Section 9.09(a) shall be precluded from asserting its sole and exclusive remedy with respect to breaches by Parent, Merger Sub or any other Person or otherwise in connection with this Agreement or the transactions contemplated hereby (whether in contract, tort or otherwise) and except as provided in Section 6.16(d) and Section 9.09(c), that it may not seek or accept any judicial proceeding commenced other form of relief that may be available for breach under this Agreement or otherwise in connection with this Agreement or the transactions contemplated hereby (including monetary damages). (c) If a court of competent jurisdiction has declined to specifically enforce the obligations of Parent and Merger Sub to consummate the Merger pursuant to a claim for specific performance brought against Parent pursuant to this Section 12 9.09 and has instead granted an award of damages for such alleged breach against Parent, the Company may enforce such award and accept damages for such alleged breach only if, within 14 days following such determination, the Company confirms to Parent in writing that it is prepared and willing to consummate the procedures Merger in accordance with this Agreement, and presumptions of this Agreement are Parent is not valid, binding willing to consummate the Merger within such 14-day period in accordance with the terms and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions conditions of this Agreement. If a determination shall have been made pursuant In addition, the Company agrees to cause any legal proceeding still proceeding to be dismissed with prejudice at such time as Parent consummates the Merger in accordance with Article III of this Agreement that Indemnitee or is entitled otherwise willing to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawdo so.

Enforcement. (a) Any The Officer may enforce any right to indemnification indemnification, advances or advances granted exculpation provided by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if in compliance with Section 23 if: (ia) the Corporation denies the claim for indemnification or advances is deniedadvances, in whole or in part, ; or (iib) no disposition the Corporation does not dispose of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication time period required by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement advancement of Expenses under pursuant to, and in compliance with, Section 9 of this Agreement, provided ) that the required undertaking has been tendered to the Corporation) that Indemnitee Officer is not entitled to indemnification because of the limitations set forth under this Agreement. However, except as provided in Section 3 hereof13 of this Agreement, the Corporation shall not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Officer has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proving by clear and convincing evidence that indemnification is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including the Boardits Board of Directors, any a committee of the Boardthereof, or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee or exculpation is proper in the circumstances, circumstances because the Officer has met the applicable standard of conduct nor an actual determination by the Corporation (including the Boardits Board of Directors, any a committee of the Boardthereof, or the Corporation’s stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) that such indemnification or exculpation is improper because the Officer has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that Indemnitee the Officer is not entitled to indemnification under this Agreement or otherwise. (b) To . The Officer’s expenses incurred in connection with successfully establishing the fullest extend not prohibited by lawOfficer’s right to indemnification or advances, the Corporation shall be precluded from asserting in whole or in part, in any judicial proceeding commenced pursuant Proceeding shall also be paid or reimbursed by the Corporation. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that: i) the Officer is not entitled to this Section 12 that the procedures and presumptions indemnification under Sections 4, 5 or 7 of this Agreement are because the Officer did not validact in good faith and in a manner which the Officer reasonably believed to be in or not opposed to the best interests of the Corporation, binding and enforceable and shall stipulate in and, with respect to any such court criminal action or proceeding, had reasonable cause to believe that the Corporation Officer’s conduct was unlawful; or ii) the Officer is bound by all the provisions not entitled to exculpation under Section 3 of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by The Corporation expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on the Corporation hereby in order to induce Indemnitee shall be enforceable by to serve as a director or on behalf officer of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedCorporation, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made and acknowledges that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare relying upon this Agreement void in continuing as a director or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementofficer. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the The Corporation shall be precluded from asserting in any judicial proceeding action commenced pursuant to this Section 12 section 17 that the procedures and presumptions of in this Agreement section are not valid, binding and enforceable and shall stipulate in any such court judicial proceedings that the Corporation is bound by all of the provisions of this Agreement. If a determination shall have been made . (b) In any action commenced pursuant to this section 17, Indemnitee shall be presumed to be entitled to indemnification and advancement of Losses in accordance with section 5 under this Agreement, as the case may be, and the Corporation shall have the burden of proof in overcoming such presumption and must show by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Losses, as the case may be. (c) The execution of this Agreement shall constitute the Corporation’s stipulation by which it shall be irrevocably bound in any action by Indemnitee for enforcement of Indemnitee’s rights hereunder that the Corporation’s obligations set forth in this Agreement are unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable and immediate injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right or remedy Indemnitee may have at law or in equity respecting a breach of this Agreement, Indemnitee shall be entitled to injunctive or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement. (d) In the event that Indemnitee shall deem it shall be necessary or desirable to retain legal counsel and/or incur other costs and expenses in connection with the interpretation or enforcement of any or all of Indemnitee’s rights under this Agreement, Indemnitee shall be entitled to recover from the Corporation, and the Corporation shall indemnify Indemnitee against, any and all fees, costs, and expenses (of the types described in the definition of Losses in section 1(b)) incurred by Indemnitee in connection with the interpretation or enforcement of said rights. The Corporation shall make payment to the Indemnitee at the time such fees, costs, and expenses are incurred by Indemnitee. If, however, the Indemnitee does not prevail in such action under this section 17, Indemnitee shall repay any and all such amounts to the Corporation. If it shall be determined in an action pursuant to this section 17 that Indemnitee is entitled to indemnificationreceive part but not all of the indemnification or advancement of fees, costs, and expenses or other benefit sought, the Corporation shall be bound expenses incurred by such determination Indemnitee in any Proceeding commenced connection with an action pursuant to this Section 12section 17 shall be equitably allocated between the Corporation and Indemnitee. Notwithstanding the foregoing, absent (i) if a misstatement by Change in Control shall have occurred, Indemnitee of a material fact, or an omission of a material fact necessary shall be entitled to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawthis section 17 regardless of whether Indemnitee ultimately prevails in such judicial adjudication or arbitration. This section 17(b) is not subject to the provisions of section 8.

Enforcement. (a) Any right If a claim for indemnification or advancement of expenses made to the Company pursuant to Section 4 is not timely paid in full by the Company as required by Section 4, the Indemnitee will be entitled to seek judicial enforcement of the Company's obligations to make such payments. If a determination is made pursuant to Section 4 that the Indemnitee is not entitled to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf advancement of Indemnitee in any court of competent jurisdiction if expenses hereunder, (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition Indemnitee may at any time thereafter seek an adjudication of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s 's entitlement to such indemnification or advancement either, at the Indemnitee's sole option, in (A) an appropriate court of Expensesthe State of Delaware or any other court of competent jurisdiction or (B) an arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, (ii) any such judicial proceeding or arbitration will be de novo and the Indemnitee will not be prejudiced by reason of such adverse determination, and the Corporation shall not oppose Indemnitee’s right to seek (iii) in any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole judicial proceeding or in part, shall be entitled to be paid also arbitration the Expenses Company will have the burden of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided proving that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because or advancement of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification expenses under this Agreement or otherwiseAgreement. (b) To the fullest extend not prohibited by law, the Corporation shall The Company will be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this the provisions of Section 12 6(a) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall will stipulate in any such court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement. (c) In any action brought under Section 6(a), it will be a defense to a claim for indemnification pursuant to Section 2(a) or Section 2(b) (but not an action brought to enforce a claim for costs, charges and expenses incurred in defending any Proceeding in advance of its final disposition where the Undertaking, if any is required, has been tendered to the Company) that the Indemnitee has not met the standards of conduct which make it permissible under the DGCL for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense will be on the Company. If Neither the failure of the Company (including any person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification) to have made a determination shall have been made pursuant prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because such Indemnitee has met the applicable standard of conduct set forth in the DGCL nor an actual determination by the Company (including any person or persons empowered under Section 4(b) to determine the Indemnitee's entitlement to indemnification) that the Indemnitee has not met such applicable standard of conduct will be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (d) It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of such Indemnitee's rights under this Agreement by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that Indemnitee is entitled the Company has failed to indemnificationcomply with any of its obligations under this Agreement, or if the Company or any other person takes any action to declare this Agreement void or unenforceable or institutes any action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Corporation shall Indemnitee the benefits intended to be bound by provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee from time to time to retain counsel of such determination in any Proceeding commenced pursuant Indemnitee's choice, at the expense of the Company as hereafter provided, to this Section 12, absent (i) a misstatement by represent the Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction relating to enforcement of this Agreement. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Indemnitee's entering into an attorney-client relationship with such counsel, and in that connection the Company and the Indemnitee acknowledge that a confidential relationship will exist between the Indemnitee and such counsel. Regardless of the outcome thereof, the Company will pay and be solely responsible for indemnificationany and all costs, charges and expenses, including without limitation attorneys' and others' fees, incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision hereof or (ii) as a prohibition result of such indemnification under applicable lawthe Company or any person contesting the validity or enforceability of this Agreement or any provision hereof as aforesaid.

Enforcement. In respect of an Ownership Interest, each of the Custodian, the Co-Owner thereof and Credit Enhancement Provider, if applicable, and the Seller agree that the provisions of this Agreement and the related Series Purchase Agreement regarding the collection of Receivables and the distribution of Collections, Purchase Proceeds and amounts deposited in respect of Credit Adjustments, are binding on them, and each such Person shall, in enforcing any of its rights or complying with any of its obligations under any agreement to which such Person is a party, notwithstanding any provision of any such agreement, observe and be bound by the provisions regarding collection of the Receivables and the distribution of Collections, Purchase Proceeds and amounts deposited in respect of Credit Adjustments contained herein and in the related Series Purchase Agreement. In addition, each of the Custodian, each Co-Owner, Credit Enhancement Provider, if applicable, and the Seller shall: (a) Any right subject to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement actionrestrictions, if successful in whole any, under any applicable law, not commence or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior consent to the commencement of such enforcement action that indemnification of Indemnitee is proper in any proceedings against the circumstancesSeller under any Canadian federal, nor an actual determination by the Corporation (including the Boardprovincial or territorial law or foreign law relating to bankruptcy, any committee of the Boardreorganization, arrangement, insolvency or the Corporation’s stockholders, liquidation or any subgroup of such directors similar law now or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise.hereafter in effect; (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant take all reasonable steps to this Section 12 ensure that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all they observe the provisions of this Agreement. If Agreement and the related Series Purchase Agreement regarding the collection of Receivables and the distribution of Collections, Purchase Proceeds and amounts deposited in respect of Credit Adjustments; (c) not Transfer, grant a determination shall have been made pursuant security interest in, pledge or otherwise enter into a transaction in relation to this Agreement that Indemnitee is entitled an Ownership Interest unless the other party to indemnification, the Corporation shall such transaction agrees to be bound by such determination the provisions of this Agreement and the related Series Purchase Agreement, except to the extent expressly provided for herein; (d) not, in any Proceeding commenced manner, challenge or bring into question the validity, priority, perfection or enforceability of any Ownership Interest or the Retained Interest; and (e) not enforce any right (except as provided herein) pursuant to this Section 12any applicable law in relation to the giving of notice to any Obligor, absent (i) a misstatement by Indemnitee require payment of a material fact, any Receivable or an omission apply for partition of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawAccount Assets.

Enforcement. (a) Any right to indemnification or advances granted by Except as otherwise provided in this Agreement with respect to Indemnitee Construction of the Improvements, enforcement of this Agreement shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole proceedings at law or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or equity against any other person or entity takes persons violating or threatens attempting to take violate any action provisions hereof, either to declare this Agreement void restrain or unenforceableprevent such violation or proposed violation by an injunction, either prohibitive or institutes any litigation or other action or proceeding designed to denymandatory, or to recover fromobtain any other relief authorized by law. Such enforcement may be by the Declarants (or any one or more of them) or any tenant of all or any part of the Common Area. In addition to any other remedies and rights provided herein or at law or in equity, Indemnitee in the benefits provided event of any violation or intended to be provided to Indemnitee hereunderattempted or threatened violation by any Declarant on a portion of the Common Area of any obligation of such Declarant under this Agreement, Indemnitee any other Declarant shall be entitled to an adjudication injunctive relief mandating compliance and may obtain a decree specifically enforcing the performance of such obligation. Declarants do hereby acknowledge and stipulate the inadequacy of legal remedies and the irreparable harm which would be caused by any such breach. Any costs and expenses of any proceeding seeking to enforce compliance with the terms of this Agreement shall be paid by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek defaulting Declarant. The prevailing party in any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, proceeding shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s recover its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwisereasonable attorneys’ fees and expenses. (b) To the fullest extend not prohibited by lawEACH DECLARANT ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this AgreementAND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent EACH DECLARANT CERTIFIES AND ACKNOWLEDGES THAT (i) a misstatement by Indemnitee of a material factNO REPRESENTATIVE, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleadingAGENT OR ATTORNEY OF ANY OTHER DECLARANT HAS REPRESENTED, in connection with the request for indemnificationEXPRESSLY OR OTHERWISE, or THAT SUCH OTHER DECLARANT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (ii) a prohibition of such indemnification under applicable lawIT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (iii) IT MAKES SUCH WAIVERS VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 15(b). (c) NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THIS AGREEMENT, NO DECLARANT SHALL HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, INCLUDING LOST INCOME, LOST REVENUE, LOST PROFITS, DIMINUTION IN VALUE, DAMAGES BASED ON ANY TYPE OF MULTIPLE, OR DAMAGES FOR LOSS OF GOOD WILL, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered Subject always to the Corporationprovisions of subparagraph (c) that Indemnitee is not entitled to indemnification because hereof, upon the occurrence of any of the limitations events set forth in Section 3 hereof. Neither 9.6 above, Administrative Agent shall take all reasonable and customary steps for the failure enforcement of the Corporation (including the Board, any committee of the Board, or the Corporation’s Loan that Administrative Agent would ordinarily take for such Loan if it were solely for its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseown account. (b) To Should the fullest extend not prohibited Administrative Agent acquire title to any Collateral for the Loan, either through foreclosure, sale or acceptance of deed or ▇▇▇▇ of sale in lieu of foreclosure, Administrative Agent shall, despite the apparent ownership of such Collateral by lawAdministrative Agent on the public records, actually hold an undivided interest for the Corporation benefit of each Lender in the same proportion as the Proportionate Share of each Lender in the Loan at the time of such foreclosure. The disposition of any such Collateral acquired by Administrative Agent shall be precluded from asserting made in any judicial proceeding commenced pursuant such manner as Administrative Agent shall determine with the consent of the Required Lenders; but Administrative Agent shall exert reasonable efforts to this Section 12 that effect the procedures maximum benefit for all parties hereto. (c) Administrative Agent shall be entitled to exercise its discretion to determine when and presumptions of this Agreement are not validin what manner the Loan shall be enforced, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all subject, however, to the provisions of this Agreement. If a determination Section 9.1 above, it being expressly understood and agreed that, notwithstanding any provision herein to the contrary, Administrative Agent shall have been made pursuant not be liable to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, Lender for any action taken or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, omitted in connection with the request administration, enforcement or collection of the Loan, except for indemnificationsuch as is taken or omitted as the result of Administrative Agent's own gross negligence, willful misconduct or bad faith. (d) Except as may be otherwise provided herein or in the Loan Documents, any sums recovered from Borrower applicable to this Loan, whether such recovery is effected through voluntary payment, suit, foreclosure, or otherwise shall be shared by the Lenders in the following order of priority: (i) The actual out-of-pocket expenses incurred by the Administrative Agent which are reimbursable by the Borrower (but not in fact so reimbursed), including Extraordinary Expenses. If Borrower subsequently reimburses Administrative Agent after Administrative Agent has reimbursed itself from funds that would otherwise be paid to the Lenders, Administrative Agent will reimburse the Lenders. (ii) The Proportionate Share of accrued and unpaid interest and commitment fees and letter of credit commissions to which Lenders are entitled pursuant to the Loan Documents. (iii) The principal amount of the respective Proportionate Share of Lenders. (e) Prior to taking action following any of the events specified in subparagraph (a), the Administrative Agent shall be entitled to written indemnification from each Lender (on the basis of its Proportionate Share) against losses, liabilities, costs, damages and expenses which a prohibition Lender may incur or sustain as the result of taking action to enforce the Loan Documents, except for such indemnification under applicable lawas is a result of Administrative Agent's own gross negligence, willful misconduct or bad faith.

Enforcement. (a) Any The Director may enforce any right to indemnification indemnification, advances or advances granted exculpation provided by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if if: (ia) the Corporation denies the claim for indemnification indemnification, advances or advances is deniedexculpation, in whole or in part, ; or (iib) no disposition the Corporation does not dispose of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication time period required by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any such enforcement action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement advancement of Expenses under pursuant to, and in compliance with, Section 9 of this Agreement, provided ) that the required undertaking has been tendered to the Corporation) that Indemnitee Director is not entitled to indemnification because of the limitations set forth or exculpation under this Agreement. However, except as provided in Section 3 hereof13 of this Agreement, the Corporation shall not assert any defense to an action brought to enforce a claim for advancement of Expenses pursuant to Section 9 of this Agreement if the Director has tendered to the Corporation the affirmation and undertaking required thereunder. The burden of proving by clear and convincing evidence that indemnification or exculpation is not appropriate shall be on the Corporation. Neither the failure of the Corporation (including the Board, any committee its Board of the Board, Directors or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee or exculpation is proper in the circumstances, circumstances because the Director has met the applicable standard of conduct nor an actual determination by the Corporation (including the Board, any committee its Board of the Board, Directors or the Corporation’s stockholders, or any subgroup of such directors or stockholdersindependent legal counsel) that such indemnification or exculpation is improper because the Director has not met such applicable standard of conduct, shall be asserted as a defense to the action or create a presumption that Indemnitee the Director is not entitled to indemnification or exculpation under this Agreement or otherwise. The Director's expenses incurred in connection with successfully establishing the Director's right to indemnification, advances or exculpation, in whole or in part, in any Proceeding shall also be paid or reimbursed by the Corporation. The termination of any Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not, of itself, create a presumption that: (i) the Director is not entitled to indemnification under this Agreement Sections 4, 5 or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions 7 of this Agreement are because the Director did not validact in good faith and in a manner which the Director reasonably believed to be in or not opposed to the best interests of the Corporation, binding and enforceable and shall stipulate in and, with respect to any such court criminal action or proceeding, had reasonable cause to believe that the Corporation Director's conduct was unlawful; or (ii) the Director is bound by all the provisions not entitled to exculpation under Section 3 of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the If a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses made to the Company pursuant to Section 4 or 9 is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided paid in full to Indemnitee hereunderby the Company as required by Section 4 or 9, respectively, Indemnitee shall be entitled to seek judicial enforcement of the Company's obligations to make such payment in an adjudication by appropriate court of the Delaware Court State of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and Maryland. In the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be event that a defense to any action for which a claim for indemnification determination is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because or advancement of Expenses hereunder, (i) Indemnitee may seek a de novo adjudication of Indemnitee's entitlement to such indemnification or advancement either, at Indemnitee's sole option, (A) an appropriate court of the limitations set forth State of Maryland, or (B) an arbitration to be conducted by a single arbitrator, located in Section 3 hereof. Neither San Francisco, California, pursuant to the failure rules of the Corporation American Arbitration Association; (including ii) any such judicial proceeding or arbitration shall not in any way be prejudiced by, and Indemnitee shall not be prejudiced in any way by such adverse determination; and (iii) in any such judicial proceeding or arbitration the Board, any committee Company shall have the burden of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption proving that Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement Agreement. Indemnitee shall commence a proceeding seeking an adjudication of Indemnitee's right to indemnification or otherwiseadvancement of Expenses pursuant to the preceding sentence within six (6) months following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 11(a). (b) To the fullest extend not prohibited by law, the Corporation The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this the provisions of Section 12 11(a) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Corporation Company is bound by all the provisions of this Agreement. If . (c) In any action brought under this Section 11, it shall be a determination shall have been made pursuant defense to this Agreement a claim for indemnification (other than an action brought to enforce a claim for advancement of expenses) that Indemnitee is entitled has not met the standards of conduct which make it permissible under Maryland law for the Company to indemnification, indemnify Indemnitee for the Corporation amount claimed. The burden of proving such defense shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with on the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawCompany.

Enforcement. (a) Any right to indemnification The Subordinating Creditors will not take or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens omit to take any action to declare this Agreement void or unenforceable, or institutes assert any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication claim in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because respect of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, Subordinated Debt or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee otherwise which is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all inconsistent with the provisions of this Agreement. If Without limiting the foregoing and except to the extent (but only to such extent) that the commencement of a determination shall have legal action may be required to toll the running of any applicable statute of limitation, until the Senior Debt has been made pursuant to this Agreement that Indemnitee is entitled to indemnificationpaid in full in cash, the Corporation shall be bound by such determination Subordinating Creditors will not assert, collect or enforce the Subordinated Debt or any part thereof or take any action to foreclose or realize upon the Subordinated Debt or any part thereof or enforce any of the Subordinated Agreements in respect of any Proceeding commenced pursuant Subordinated Debt until the earlier to this Section 12, absent occur of the following: (i) a misstatement by Indemnitee the commencement of an enforcement action with respect to a material fact, or an omission portion of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or Collateral securing the Senior Debt; or (ii) the passage of 180 days from the delivery of written notice from any Subordinating Creditor to the Agent pursuant to which such Subordinating Creditor notifies the Agent, in reasonable detail, of the occurrence of a prohibition Subordinated Debt Actionable Default to the extent that the default or occurrence described therein shall not have been cured or waived within such 180 day period, provided that such Subordinating Creditor shall have given at least 10 days written notice to the Agent of such indemnification Subordinating Creditor's intention to take such enforcement action (which notice may be given during such 180 day period). (b) In addition, until the Senior Debt has been finally paid in full in cash, the Subordinating Creditors shall not have any right of subrogation, reimbursement, restitution, contribution or indemnity whatsoever in respect of the Subordinated Debt from any assets of the Borrower or any other Company or any guarantor of or provider of collateral security for the Senior Debt. The Subordinating Creditor further waives any and all rights with respect to marshalling. (c) Notwithstanding SECTION 3(A) above, the right of any Subordinating Creditor to receive any Permitted Subordinated Debt Fees due and owing to a Subordinating Creditor on or after the respective due dates for payment from any Company, or to institute suit against any Company for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected by SECTION 3(A); PROVIDED, that such Subordinating Creditor shall not have the right to institute any such suit against any Company for the enforcement of payment if and to the extent that the surrender or prosecution thereof or the entry of judgment therein would, under applicable law, result in the surrender, impairment, waiver or loss of the Lien of the Agent and the Lenders upon any property subject to such Lien or enforce any judgment in respect thereof against any Collateral for the Senior Debt.

Enforcement. (a) Any Each Party shall promptly provide, but in no event later than thirty (30) days, the other with written notice reasonably detailing any known or alleged infringement of any of the Lilly Licensed Technology. Prior to the expiration of the Option Period, Lilly shall have the exclusive right but not the obligation to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise ▇▇▇▇▇ such activities. After the expiration of the Option Period, the Company shall have the exclusive right but not the obligation to institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or otherwise ▇▇▇▇▇ such activities. If the Party that, pursuant to the foregoing provisions of this Section 6.2(a), has the exclusive right to indemnification institute and direct legal proceedings against any Third Person believed to be infringing any Lilly Licensed Technology or advances granted otherwise ▇▇▇▇▇ such activities does not ▇▇▇▇▇ such violation of intellectual property rights, including by this Agreement to Indemnitee shall be enforceable by or on behalf commencement of Indemnitee in any court of competent jurisdiction a lawsuit against the accused Third Person if (i) the claim for indemnification or advances is deniednecessary, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days after receiving notice or otherwise becoming aware of request therefor; such infringement, then the other Party shall be entitled (iiibut shall not be obligated) advancement to take all actions reasonably necessary to ▇▇▇▇▇ such violation in the Territory, including commencement of Expenses is not timely made pursuant to Section 7a lawsuit against the accused Third Party if necessary. Notwithstanding the foregoing, (iv) payment of indemnification the Parties shall consult in advance regarding any action pursuant to this Agreement is Section 6.2(a) and, after the expiration of the Option Period if Lilly has not made within ten (10exercised the Option, Lilly shall not undertake any * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. enforcement action pursuant to this Section 6.2(a) days after a determination has been made that Indemnitee is entitled without the prior approval of the Company, not to indemnification, or (v) be unreasonably withheld. The primary objective of any patent enforcement action shall be to preserve exclusivity for the Corporation or Product and uses thereof in the Major Markets. Other objectives shall be subservient to this primary objective. All amounts recovered from enforcement of any other person or entity takes or threatens such rights by either Party in the Territory relating to take any action to declare the intellectual property licensed under this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled first used to an adjudication reimburse each Party’s costs and expenses incurred in connection with such action, and any remainder of such recovery shall be shared by the Delaware Court Parties as follows: (i) in the case of Chancery an enforcement action under this Section 6.2(a) controlled by ▇▇▇▇▇, ▇▇▇▇▇ shall retain [ ]* of Indemnitee’s entitlement to such indemnification or advancement remainder and [ ]* of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, remainder shall be entitled paid to be paid also the Expenses Company; and (ii) in the case of prosecuting Indemnitee’s claim. It shall be a defense to any an enforcement action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this AgreementSection 6.2(a) controlled by Company, Company shall retain such remainder, provided that any remainder retained by Company shall be treated as Net Sales and shall be subject to Company’s royalty payment obligations at the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth applicable rate specified in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise3.1. (b) To For any action by a Party pursuant to subsection (a) above, in the fullest extend not prohibited by lawevent that such Party is unable to initiate or prosecute such action solely in its own name, the Corporation other Party will join such action voluntarily and will execute all documents necessary for such Party to initiate, prosecute and maintain such action and will otherwise cooperate with such party as may reasonably be requested. Each Party shall assert and not waive the joint defense privilege with respect to all communications between the Parties reasonably the subject thereof. The Parties shall keep each other informed of the status of their respective activities regarding any enforcement action. Neither Party shall settle any litigation or legal proceeding to enforce Lilly Licensed Technology without the other Party’s written authorization, not to be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, unreasonably withheld or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawdelayed.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) If the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption Company determines that Indemnitee is not entitled to indemnification under this Agreement Agreement, Indemnitee shall be entitled to seek adjudication of his or otherwiseher entitlement to indemnification in an appropriate court in the State of Georgia. (b) To It is the fullest extend Company's intent that Indemnitee not prohibited by law, be required to incur any expenses associated with the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions enforcement of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of his or her rights under this Agreement. If a determination shall have been made pursuant to Accordingly, if in any proceeding brought under this Agreement that Section 4 the Indemnitee is found to be entitled to indemnification, the Corporation Company shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent reimburse Indemnitee for all costs and expenses (iincluding attorneys' fees) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, incurred in connection with the request enforcement of this Agreement. (c) It shall be a defense to any proceeding brought under this Section 4 (other than a proceeding brought to enforce a claim for expenses incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of interim expenses pursuant to Section 2 hereof unless and until such defense may be finally adjudicated by court order or judgment from which no further right of appeal exists. It is the parties intention that if the Company contests Indemnitee's right to indemnification, the question of Indemnitee's right to indemnification shall be for the court to decide, and neither the failure of the Company (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or (iiits shareholders) to have made a prohibition determination that indemnification of such indemnification under Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including its Board of Directors, any committee of the Board of Directors, independent legal counsel, or its shareholders) that Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct.

Enforcement. (a) Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and executive officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or executive officer. Any right to indemnification or advances granted by this Agreement section to Indemnitee a director or executive officer shall be enforceable by or on behalf of Indemnitee the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7therefor. To the extent permitted by law, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses expense of prosecuting Indemnitee’s the claim. It In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking claimant has been tendered not met the standards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an executive officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such executive officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the Corporation) that Indemnitee is not entitled to indemnification because best interests of the limitations set forth in Section 3 hereofcorporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that their conduct was lawful. Neither the failure of the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee the claimant is proper in the circumstancescircumstances because they have met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by the Corporation corporation (including the Boardits Board of Directors, any committee of the Board, independent legal counsel or the Corporation’s stockholders, or any subgroup of such directors or its stockholders) that the claimant has not met such indemnification is improper applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee is claimant has not entitled to indemnification under this Agreement or otherwisemet the applicable standard of conduct. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. Materia and Renegade each agree to notify the other of any material infringement of the Materia Patent Rights in the Field that infringe the rights granted to Renegade in Section 2.1 (a“Renegade Product Rights”) Any right of which it becomes aware (provided that neither party shall have any affirmative duty to indemnification or advances granted by this Agreement undertake any investigation to Indemnitee learn of any infringement), and shall be enforceable by or on behalf confer to discuss in good faith an appropriate course of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed enforce the Renegade Product Rights. Materia shall have the sole right (but not the obligation) to denyenforce the Renegade Product Rights, or to recover fromdefend any declaratory judgment action with respect thereto, Indemnitee the benefits provided at its expense, and any recovery by Materia received as a result of any such claim, suit or intended to be provided to Indemnitee hereunder, Indemnitee proceeding shall be entitled retained by Materia; provided, however, that if Materia does bring such action, Renegade at its option may elect to an adjudication by the Delaware Court of Chancery of Indemniteejoin in any such action at Renegade’s entitlement to such indemnification or advancement of Expensesexpense, and the Corporation parties shall not oppose Indemnitee’s right agree on a reasonable allocation of any damages recovered pursuant to seek such action to reflect any such adjudication in accordance with this Agreementlost sales or other injury to Renegade arising from the infringement of the Renegade Product Rights. IndemniteeMateria agrees that if it grants any license to an alleged infringer of the Renegade Product Rights (a “Settlement License”) on financial terms that, in such enforcement actiontheir totality, if successful are more favorable than those set forth in whole or in part, shall be entitled to be paid also the Expenses Article III of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that then Materia shall promptly notify Renegade of such financial terms. Upon written notice from Renegade, this Agreement shall be deemed amended by substituting the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations same financial terms set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper Settlement License for those set forth in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions Article III of this Agreement. If For purposes of clarity, any cross-license in which Materia obtains, and sublicenses to Renegade, a determination royalty-free license under all of an alleged infringer’s patents to make, use, sell, offer for sale and import Products shall have been made pursuant to not be a Settlement License. Nothing contained in this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in construed as an obligation upon Materia to institute any Proceeding commenced pursuant suit or action or to this Section 12, absent (i) a misstatement by Indemnitee defend any suit or action regarding infringement or validity of a material fact, the Materia Patent Rights or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawany other intellectual property right.

Enforcement. (a) Any right to indemnification indemnification, advancement of Expenses or advances the exercise of other rights granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances advancement of Expenses is denied, in whole or in part, or Indemnitee’s exercise of his or her rights is disputed, in whole or in part, or (ii) no disposition of decision on such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreementapplicable time period set forth herein. Indemnitee, in such enforcement action, if successful in whole or in part, shall also be entitled to be paid also all Expenses associated with enforcing his or her claim or exercise of rights, unless as a part of such enforcement action, the Expenses court of prosecuting Indemniteecompetent jurisdiction determines that the action was instituted in bad faith or was frivolous or it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s claimBylaws or the GCL with respect to the underlying claim or claims. It shall be a defense to any action for which a claim for indemnification is made under Section 2 3 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses made under this AgreementSection 6 hereof, provided that the required undertaking has been tendered to the CorporationCompany) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 10 hereof. Neither the failure of the Corporation Company (including the Board, any committee of the Board, Board or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in under the circumstances, nor an actual determination by the Corporation Company (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholdersotherwise under Section 9(d)) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. . In addition, in the event of an action instituted by or in the name of the Company or a Subsidiary or Affiliate of the Company to enforce or interpret the terms of this Agreement, Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in defense of such action (b) To the fullest extend not prohibited by lawincluding with respect to Indemnitee’s counterclaims and cross-claims made in such action and including any appeal), unless as a part of such action, the Corporation court of competent jurisdiction determines that Indemnitee’s defenses to such action were made in bad faith or were frivolous or it shall ultimately be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 determined that the procedures and presumptions of this Agreement are Indemnitee is not valid, binding and enforceable and shall stipulate in any such court that entitled to be indemnified by the Corporation is bound by all Company under the provisions of this Agreement, the Company’s Bylaws or the GCL with respect to the underlying claims or claims. If a determination shall have been made pursuant The Board, may in its sole discretion, provide by resolution for payment of such Expenses to this Agreement Indemnitee even if the Board is not certain that Indemnitee is or will be entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to payment of his or her Expenses under the provisions of this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law7.

Enforcement. (a) Any right to indemnification or advances granted by The covenants and agreements of Associate contained in this Agreement are a material part of this Agreement. Payment of the Special Separation Payments referenced in Paragraph 3 of this Agreement is conditioned upon Associate’s adherence to Indemnitee these covenants and agreements. Associate acknowledges and agrees that should Associate breach any of the covenants and agreements contained in this Agreement, Associate shall be enforceable by required to return to the Bank the entire amount of the Special Separation Payments paid to Associate for Associate’s execution of this Agreement. Further, Associate shall indemnify and hold harmless the Bank from any and all losses, costs, or on behalf expenses, including reasonable attorneys’ fees, which the Bank may incur in recovering this amount or as a result of Indemnitee in Associate’s breach of the terms of this Agreement, or both. Return of any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification amounts pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation Paragraph 8 shall not oppose Indemnitee’s right entitle Associate to seek renew any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole claim Associate may have against the Bank that is waived or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses released under this Agreement, provided that shall not prohibit the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because Bank’s enforcement of the limitations breached covenant or agreement, shall not terminate the remaining covenants and agreements set forth in Section 3 hereof. Neither the failure this Agreement, and shall not impair any of the Corporation (including the Board, any committee of the Board, or the CorporationBank’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper rights as described in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseParagraph 8. (b) To In the fullest extend not prohibited by event of Associate’s breach of any covenant or agreement of Associate contained in this Agreement, the Bank shall be entitled, in addition to any other rights and remedies available at law or in equity, to an injunction enjoining and restraining Associate from doing or continuing to do any such act and any other violation or threatened violation of such covenant or agreement. In the event that the Bank shall institute any action or proceeding to enforce the provisions of the covenants or agreements contained herein, Associate shall waive the claim or defense that the Bank has an adequate remedy at law, the Corporation and Associate shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate urge in any such court action or proceeding the claim or defense that such a remedy at law exists, Associate recognizing that the Corporation is bound by all Bank shall be entitled to injunctive relief as to the provisions violation of this Agreementany such covenant or agreement. If a determination shall have been made pursuant to However, nothing contained in this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in construed as prohibiting the Bank from pursuing any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleadingother remedies available, in connection with addition to injunctive relief, whether at law or in equity, including the request for indemnification, or (ii) a prohibition recovery of such indemnification under applicable lawdamages.

Enforcement. (a) Any right to indemnification In the event that either Party becomes aware of any actual or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the claim for indemnification or advances is deniedpotential third-party infringement, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation misappropriation or other violation (an “Infringement”) of any HD Licensed Intellectual Property, LiveWire Licensed Intellectual Property or Jointly-Owned Improvements, it shall promptly notify the other Party. HD will have the sole right, but not the obligation to commence, prosecute and fully control any action or proceeding designed against any Person with respect to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to any Infringement (an adjudication by the Delaware Court “Enforcement Action”) of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesany HD Licensed Intellectual Property, and LiveWire will have the Corporation shall sole right, but not oppose Indemnitee’s right the obligation to seek commence, prosecute and fully control any such adjudication in accordance Enforcement Action with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered respect to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseLiveWire Licensed Intellectual Property. (b) To HD will have the fullest extend first right, but not prohibited the obligation, to commence, prosecute and fully control any Enforcement Action against any Person with respect to any Infringement of any Jointly-Owned Improvements to HD Licensed Intellectual Property, in each case, at its expense, by lawcounsel of its choice and in the country/forum of its choice; provided that, if HD does not either commence such Enforcement Action or persuade the Corporation alleged infringer to desist within a period of one-hundred-twenty (120) days after first learning of such Infringement, then LiveWire shall be precluded from asserting have the right to commence, prosecute and control, at its expense, any such Enforcement Action by counsel of its choice and in the country/forum of its choice. (c) LiveWire will have the first right, but not the obligation, to commence, prosecute and fully control any judicial proceeding commenced pursuant Enforcement Action against any Person with respect to this Section 12 that any Infringement of any Jointly-Owned Improvements to LiveWire Licensed Intellectual Property, in each case, at its expense, by counsel of its choice and in the procedures country/forum of its choice; provided that, if LiveWire does not either commence such Enforcement Action or persuade the alleged infringer to desist within a period of one-hundred-twenty (120) days after first learning of such Infringement, then HD shall have the right to commence, prosecute and presumptions control, at its expense, any such Enforcement Action by counsel of this Agreement are not validits choice and in the country/forum of its choice. (d) The Party commencing an Enforcement Action with respect to Jointly-Owned Intellectual Property (the “Prosecuting Party”) shall have the right to enter into a settlement, binding and enforceable and shall stipulate consent judgment or other voluntary final disposition of any such Enforcement Action. The Prosecuting Party may join the non-Prosecuting Party as a party plaintiff in any such court Enforcement Action, provided that the Corporation non-Prosecuting Party is bound represented in such Enforcement Action at the Prosecuting Party’s expense. The non-Prosecuting Party shall give the Prosecuting Party reasonable assistance and authority to file and to prosecute such Enforcement Action on its behalf at the Prosecuting Party’s expense. The Prosecuting Party shall indemnify and defend the non-Prosecuting Party from and against any and all counterclaims brought by all the provisions defendant in the Enforcement Action that relate to the Intellectual Property rights subject to Infringement (including counterclaims that such Intellectual Property rights are invalid or unenforceable, or that the enforcement of this Agreementsuch Intellectual Property rights are an antitrust violation). If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnificationUnless otherwise agreed by the Parties, the Corporation any damages or other monetary awards recovered in such Enforcement Action shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent distributed as follows: (i) a misstatement by Indemnitee the proceeds shall first be used to reimburse the Parties equally for their out-of-pocket costs and expenses (including reasonable attorney’s fees) of a material factsuch Enforcement Action, or an omission until at least one of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or Parties has fully recovered such out-of-pocket costs and expenses; (ii) a prohibition the proceeds shall then be used to reimburse any remaining out-of-pocket costs and expenses of such indemnification under applicable lawthe other Party, if any; and (iii) any remaining balance shall be distributed to the Prosecuting Party.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the If a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses made to the Company pursuant to Section 4 or 9 is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided paid in full to Indemnitee hereunderby the Company as required by Section 4 or 9, respectively, Indemnitee shall be entitled to seek judicial enforcement of the Company’s obligations to make such payment in an appropriate court of the State of Maryland. In the event that a determination is made that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder, (i) Indemnitee may seek a de novo adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement by an appropriate court of Expensesthe State of Maryland; (ii) any such judicial proceeding shall not in any way be prejudiced by, and the Corporation Indemnitee shall not oppose Indemnitee’s right to seek be prejudiced in any way by, such adverse determination; and (iii) in any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, judicial proceeding the Company shall be entitled to be paid also have the Expenses burden of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) proving that Indemnitee is not entitled to indemnification because or advancement of the limitations set forth in Section 3 hereofExpenses under this Agreement. Neither the failure Indemnitee shall commence a proceeding seeking an adjudication of the Corporation (including the Board, any committee Indemnitee’s right to indemnification or advancement of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior Expenses pursuant to the commencement of preceding sentence within six (6) months following the date on which Indemnitee first has the right to commence such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense proceeding pursuant to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseSection 11(a). (b) To the fullest extend not prohibited by law, the Corporation The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this the provisions of Section 12 11(a) that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation Company is bound by all the provisions of this Agreement. If . (c) In any action brought under this Section 11, it shall be a determination shall have been made pursuant defense to this Agreement a claim for indemnification (other than an action brought to enforce a claim for advancement of expenses) that Indemnitee is entitled to indemnificationhas not met the standards of conduct which make it permissible under the Charter, the Corporation MGCL and the Bylaws for the Company to indemnify Indemnitee for the amount claimed. The burden of proving such defense shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with on the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawCompany.

Enforcement. (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if (i) the If a claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made to the Company pursuant to Section 74 hereof is not paid in full by the Company within 30 calendar days after a written claim has been received by the Company, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. (ivb) payment of In any action brought under Section 6(a) hereof, it shall be a defense to a claim for indemnification pursuant to Section 2(a) or 2(b) hereof that the Indemnitee has not met the standards of conduct which make it permissible under the BCA for the Company to indemnify the Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company. Neither the failure of the Company (including the Board, independent legal 11 counsel or the Shareholders) to have made a determination prior to commencement of such action that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the BCA, nor an actual determination by the Company (including the Board, independent legal counsel or the Shareholders) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. (c) It is the intent of the Company that the Indemnitee not be required to incur the expenses associated with the enforcement of the Indemnitee's rights under this Agreement is not made within ten (10) days after a determination by litigation or other legal action because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should appear to the Indemnitee that the Company has been made failed to comply with any of its obligations under the Agreement or in the event that Indemnitee is entitled to indemnification, or (v) the Corporation Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action action, suit or proceeding designed (or having the effect of being designed) to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee shall be entitled from time to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement time to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because retain counsel of the limitations set forth in Section 3 hereof. Neither Indemnitee's choice, at the failure expense of the Corporation (including Company as hereafter provided, to represent the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company, in any jurisdiction. Regardless of the outcome thereof, the Company shall pay and be solely responsible for indemnificationany and all costs, charges and expenses, including without limitation attorneys' and others' fees and expenses, reasonably incurred by the Indemnitee (i) as a result of the Company's failure to perform this Agreement or any provision thereof or (ii) as a prohibition result of such indemnification under applicable lawthe Company or any person contesting the validity or enforceability of this Agreement or any provision thereof as aforesaid.

Enforcement. (a) Any right to indemnification or advances granted by The Company has entered into this Agreement and assumed the obligations imposed on the Company hereby in order to induce the Indemnitee shall to act as a director or officer, as the case may be, of the Company, and acknowledge that the Indemnitee is relying upon this Agreement in continuing in such capacity. It is the intent of the Company that the Indemnitee not be enforceable required to incur legal fees and or other expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or on behalf otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, without limiting the generality or effect of any other provision hereof, if it should appear to the Indemnitee in that the Company has failed to comply with any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole its obligations under this Agreement or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made the event that Indemnitee is entitled to indemnification, or (v) the Corporation Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee shall be entitled from time to an adjudication by the Delaware Court of Chancery time to retain counsel of Indemnitee’s entitlement choice, at the expense of the Company as hereafter provided, to advise and represent the Indemnitee in connection with any such indemnification interpretation, enforcement or advancement defense, including without limitation the initiation or defense of Expensesany litigation or other legal action, whether by or against the Company or any director, officer, stockholder or other person affiliated with the Company. Notwithstanding any existing or prior attorney-client relationship between the Company and such counsel, the Company irrevocably consents to the Indemnitee’s entering into an attorney-client relationship with such counsel, and in that connection the Corporation Company and the Indemnitee agree that a confidential relationship shall not oppose Indemnitee’s right exist between the Indemnitee and such counsel. Without respect to seek any such adjudication in accordance with this Agreement. Indemniteewhether the Indemnitee prevails, in such enforcement action, if successful in whole or in part, in connection with any of the foregoing, the Company will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by the Indemnitee in connection with any of the foregoing. The Indemnitee shall be entitled to be paid also the Expenses advancement of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered Indemnified Amounts to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in full extent contemplated by Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwise. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, hereof in connection with the request for indemnification, such action or (ii) a prohibition of such indemnification under applicable lawproceeding.

Enforcement. (aExcept as provided in Section 12.4(b) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if below: (i) Each Party will promptly notify the claim other if it becomes aware that any or other calcitonin product is infringing any Patent Rights. Notwithstanding anything in this Section 11.4(a), Nastech shall have no right to, and shall not, grant or authorize any license for indemnification or advances is denied, a Intranasal Calcitonin Product in whole or the Territory unless approved by LICENSEE in part, advance in writing. (ii) no disposition Except with respect to those patents set forth in Appendix A or issuing from applications set forth in Appendix A, Nastech shall initiate and use diligent efforts to prosecute such actions as are necessary to cause the termination of each infringement of the Patent Rights by an Intranasal Calcitonin Product ("Nastech Patent Infringement") as soon as possible, at Nastech's sole expense, which shall be recouped in full [***]. Nastech will keep LICENSEE fully informed of the actions taken and the progress of such claim is made within ninety (90) days actions. LICENSEE will provide Nastech with reasonable assistance and cooperation in such actions, at LICENSEE's sole expense which shall be recouped in full [***], including joining any lawsuits and similar proceedings as a party plaintiff and taking such other actions as are required to bring or maintain such lawsuits and proceedings. LICENSEE will have the right to otherwise participate in all such actions, lawsuits and proceedings with counsel of request therefor; its own choosing, at LICENSEE's sole expense which shall be recouped in full [***]. With regard to those patents set forth in Appendix A or issuing from applications set forth in Appendix A, issuing LICENSEE shall have the first right, but not the obligation, to assert such patents against potential third party infringers. LICENSEE shall have sole control of such proceeding which shall be conducted at LICENSEE's sole cost and expense, which shall be recouped in full [***]. LICENSEE will keep Nastech fully informed of the actions taken and the progress of such actions. Nastech will provide LICENSEE with reasonable assistance and cooperation in such actions, at Nastech's sole expense which shall be recouped in full [***], including joining any lawsuits and similar proceedings as a party plaintiff and taking such other actions as are required to bring or maintain such lawsuits and proceedings. Nastech will have the right to otherwise participate in all such actions, lawsuits and proceedings with counsel of its own choosing, at Nastech's sole expense which shall be recouped in full [***]. [*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.] (iii) advancement In the event that Nastech has not within [***] after LICENSEE's request terminated the Nastech Patent Infringement, or instituted a lawsuit or similar proceeding that asserts infringement of Expenses the Patent Rights in an effort to do so, or if at any time thereafter such lawsuit is not timely made pursuant diligently pursued to LICENSEE's reasonable satisfaction, LICENSEE or its designee, rather than Nastech, shall have the right, but not the obligation, to cause termination of the Nastech Patent Infringement, including without limitation by suing and otherwise asserting the Patent Rights and assuming control of actions not being so diligently pursued. In addition to the foregoing, LICENSEE or its designee shall also have such rights if a diminution or loss of rights or market position would occur by the failure to file suit within a specified period of time (including but not limited [***], and Nastech does not either file suit prior to [***] before the expiration of such period of time or otherwise satisfy LICENSEE (in LICENSEE's reasonable discretion) that Nastech will file suit before the expiration of such period of time. Nastech shall cooperate and assist LICENSEE in such actions, at Nastech's expense which shall be recouped in full [***], including joining any lawsuits and similar proceedings as a party plaintiff and taking such other actions as are required to bring or maintain such lawsuits and proceedings. Nastech hereby grants, and shall grant, to LICENSEE an irrevocable (during the term of this Agreement) power of attorney (coupled with an interest), and such other authorizations, as may be necessary for LICENSEE and its designees to pursue such actions; provided, however, that LICENSEE shall not exercise such power to pursue any such action unless and until the conditions set forth above in this Section 7, 11.4(a)(iii) have been met. (iv) payment Each Party shall have its related costs and expenses reimbursed out of indemnification pursuant any recovery and the remainder of the recovery shall be payable to this Agreement LICENSEE and treated as Net Profits of the Product on which a royalty is not made within ten (10) days after a determination has been made that Indemnitee is entitled payable to indemnification, or Nastech in accordance with Article 6. (v) Neither Party shall settle any claim, suit or action involving a Nastech Patent Infringement in any manner that would negatively impact upon the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceablePatent Rights, or institutes any litigation LICENSEE's rights or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses exclusivity under this Agreement, provided that without the required undertaking has been tendered mutual prior written consent of both Parties, not to the Corporation) that Indemnitee is not entitled be unreasonably withheld or delayed. If LICENSEE or its designee takes action with respect to indemnification because of the limitations set forth in a Nastech Patent Infringement under this Section 3 hereof. Neither the failure of the Corporation (including the Board11.4, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made LICENSEE shall receive a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification credit from Nastech for amounts due Nastech under this Agreement or otherwise. (b) To to cover the fullest extend not prohibited by lawactual costs incurred on a current basis of such action. Upon final resolution of such action upon which LICENSEE receives any payment said payment shall first go to reimburse LICENSEE for its unrecouped costs and then to Nastech to the extent such credit was utilized, the Corporation and then shall be precluded from asserting payable to LICENSEE and treated as Net Profits of the Product on which a royalty is payable to Nastech in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection accordance with the request for indemnification, or (ii) a prohibition of such indemnification under applicable lawArticle 6.

Enforcement. (a) Any right If any person, firm or corporation, or their respective heirs, personal representative, successors or assigns shall violate or attempt to indemnification or advances granted by violate any of the restrictions set forth in this Agreement to Indemnitee Declaration, it shall be enforceable the right of the Developer, the Association or any Owner of a Lot within the Property to bring any proceedings at law or in equity against the person or persons violating or attempting to violate such restrictions, whether such proceedings aim to prevent such persons from so doing, or to recover damages, or to foreclose against the land any lien created hereunder, or otherwise, and if such person is found in the proceedings to be in violation of or attempting to violate the restrictions set forth in this Declaration, he shall bear all expenses of the litigation, including court costs and reasonable attorney’s fees (including those on appeal) incurred by or on behalf of Indemnitee the party enforcing the restrictions set forth herein. Developer shall not be obligated to enforce the restrictions set forth herein and shall not in any court way or manner be held liable or responsible for any violation of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition this Declaration by any person other than itself. Failure of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation Developer or any other person or entity takes to enforce any provision of this Declaration upon breach, however long continued, shall in no event be deemed a waiver of the right to do so thereafter with respect to such breach or threatens as to any similar breach occurring prior or subsequent thereto. Issuance of a building permit or license which may be in conflict with the restrictions set forth herein shall not prevent the Developer, the Association or any of the Owners from enforcing the restrictions set forth herein. Further, the Developer shall have the right, upon ten (10) days’ prior written notice by certified or registered mail, return receipt requested, to take such action as Developer shall deem necessary to cure the default of any action Owner who fails to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee comply with the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expensesprovisions hereof, and all costs reasonably incurred in connection therewith, together with interest at the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in parthighest contract rate permitted by law from five (5) days after the date of demand, shall be entitled to be paid also due and payable from the Expenses of prosecuting Indemnitee’s claim. It defaulting Owner on demand, and shall be secured by a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement lien in favor of Expenses under this Agreement, provided that the required undertaking has been tendered Developer on the defaulting Owner’s Lot as described in Article VI. Without limiting and in addition to the Corporationforegoing remedy, in the event the provisions of Section 7.19 regarding the construction deadline are violated, the Owner of the Lot as to which the violation occurs shall be liable for liquidated damages payable to the Developer in the amount of Ten Dollars ($10.00) per day, for each day beyond the deadline in Section 7.19 that Indemnitee construction is not entitled completed. The right to indemnification because such damages shall be secured by a lien in favor of the limitations Developer as described in Article VI. If such a lien is filed but is subsequently removed or extinguished by foreclosure of a superior mortgage or other lien, the mortgagee or other person taking title by foreclosure shall again be subject to the deadline for construction set forth in Section 3 hereof7.19, but the time period shall run from the date that title is acquired so that the mortgagee or other person taking title by foreclosure shall have another nine (9) months to complete construction. Neither the failure Liquidated damages shall again begin to accrue and shall be secured by a lien in favor of the Corporation (including Developer if the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee extended construction deadline is not entitled to indemnification under this Agreement or otherwisemet. (b) To the fullest extend not prohibited by law, the Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

Enforcement. (a) Any right to indemnification or advances granted by The parties hereto agree that irreparable damage for which monetary and other legal damages, even if available, would not be an adequate remedy would occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement (including failing to Indemnitee shall be enforceable by take such actions as are required of them hereunder to consummate the Merger and the other Transactions) in accordance with its specified terms or on behalf otherwise breach any such provisions; provided, however, that in the event of Indemnitee in any court a termination of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement under circumstances in which the Parent Termination Fee is paid, the Company will not made within ten (10) days after a determination has been made that Indemnitee is be entitled to indemnificationseek or obtain a decree or order of specific performance to enforce the observance or performance of, and will not be entitled to seek or obtain an injunction restraining the breach of, or (v) the Corporation to seek or obtain damages or any other person remedy at law or entity takes in equity relating to any breach of, any covenant or threatens obligation of any of Parent, Parent OP, OP Merger Sub or IRT LP LLC other than with respect to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee payment of the Parent Termination Fee. The parties shall be entitled to an adjudication by the Delaware Court injunction or injunctions, specific performance or other equitable relief to prevent any breach or threatened breach of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, covenants or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification obligations under this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages or otherwise. The parties hereto agree that such rights of specific enforcement are an integral part of the Transactions and that, without such rights, none of the parties hereto would have entered into this Agreement. (b) To Notwithstanding anything to the fullest extend not prohibited by lawcontrary contained herein, prior to a valid termination of this Agreement pursuant to Article VIII, (i) the Corporation Company shall be precluded from asserting in entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent any judicial proceeding commenced breaches or threatened breaches of this Agreement by Parent or Parent OP and to enforce specifically the terms and provisions hereof, including Parent’s and Parent OP’s obligations to consummate the Merger and the other Transactions, and (ii) Parent shall be entitled to seek and obtain an injunction, specific performance and other equitable relief to prevent any breaches or threatened breaches of this Agreement by the Company or Company OP and to enforce specifically the terms and provisions hereof, including the Company’s and Company OP’s obligations to consummate the Merger and the other Transactions. Neither the commencement of any Legal Proceeding pursuant to this Section 12 9.13 nor anything else in this Section 9.13 shall restrict or limit the Company’s or Parent’s right to terminate this Agreement in accordance with the terms of Article VIII or (before or after any termination) to pursue any other remedies under this Agreement, and nothing in this Section 9.13 or elsewhere in this Agreement shall require the Company or Parent to institute any proceedings for specific performance prior to or as a condition to exercising any other right or remedy hereunder. Without limiting the generality of the foregoing, any and all remedies herein conferred upon the Company or Parent are cumulative and not exclusive of any other remedy conferred hereby, or by law or equity upon the Company or Parent, and the exercise by the Company or Parent of any one remedy will not preclude the exercise of any other remedy. (c) Each party hereto further agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that the procedures other parties hereto have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or in equity. The parties hereto acknowledge and presumptions agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement are not valid, binding and enforceable to enforce specifically the terms and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination Agreement shall have been made pursuant not be required to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in provide any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, bond or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, other security in connection with any such order or injunction. (d) Nothing contained in this Agreement shall require or otherwise obligate Parent or any of its Affiliates to enforce specifically the request for indemnification, or (ii) a prohibition terms and provisions of such indemnification under applicable lawthe Commitment Letter.

Enforcement. Until the occurrence of the First Lien Discharge Date, whether or not a Insolvency Proceeding has been commenced by or against any Loan Party: (a) Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of competent jurisdiction if The Second Lien Trustee and the Second Lien Creditors: (i) the claim for indemnification shall not take any Enforcement Action with respect to any Collateral or advances is denied, in whole or in part, exercise rights with respect to a Lien securing a Second Lien Obligation, (ii) no disposition will not contest, protest or object to, or take any other action that may impair, any collection or foreclosure proceeding or action with respect to the Collateral brought by the First Lien Agent or any First Lien Creditor or any other exercise by the First Lien Agent or any First Lien Creditor, of such claim is made within ninety (90) days of request therefor; any rights and remedies under the First Lien Documents or otherwise, and (iii) advancement of Expenses is will not timely made pursuant object to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, the forbearance by the First Lien Agent or (v) the Corporation First Lien Creditors from bringing or pursuing any collection or foreclosure proceeding or action or any other person exercise of any rights or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by the Delaware Court of Chancery of Indemnitee’s entitlement to such indemnification or advancement of Expenses, and the Corporation shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to any action for which a claim for indemnification is made under Section 2 hereof (other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered remedies relating to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth in Section 3 hereof. Neither the failure of the Corporation (including the Board, any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseCollateral. (b) To The First Lien Creditors shall have the fullest extend not prohibited by lawexclusive right to take and continue any Enforcement Action with respect to the Collateral, without any notification to, consultation with or consent of the Corporation shall be precluded from asserting in Second Lien Trustee or any judicial proceeding commenced pursuant other Second Lien Creditor. Upon the occurrence and during the continuance of a default or an event of default under the First Lien Documents, subject to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation shall be bound by First Lien Agent and the other First Lien Creditors may take and continue any Enforcement Action with respect to the Collateral in such determination order and manner as they may determine in any Proceeding commenced pursuant their sole discretion. (c) Notwithstanding the preceding section 3.1(a) or (b), Second Lien Creditors may commence an Enforcement Action or exercise rights with respect to this Section 12, absent a Lien securing a Second Lien Obligation if: (i) 180 days have elapsed since Second Lien Trustee notified First Lien Agent that either (x) the Second Lien Obligations have become due in full as a misstatement by Indemnitee result of a material factacceleration or otherwise (and such acceleration of the Second Lien Obligations has not been rescinded) or (y) any payment or insolvency Event of Default has occurred and is then continuing under the Second Lien Documents (the “Standstill Period”), or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or and (ii) First Lien Creditors are not then diligently pursuing an Enforcement Action with respect to all or a material portion of the Collateral or diligently attempting to vacate any stay or prohibition against such exercise. (d) Except as expressly provided in Section 2.3(c) hereof, First Lien Agent shall have no implied duty to Second Lien Creditors or any Loan Party as to any property belonging to any Loan Party (whether or not the same constitutes Collateral) in its possession or control or in the possession or control of such indemnification under applicable lawany of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.

Enforcement. (a) Any right to indemnification or advances granted by LIVB agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur if the LIVB does not perform its obligations under the provisions of this Agreement (including failing to Indemnitee shall be enforceable by take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or on behalf of Indemnitee in any court of competent jurisdiction if otherwise breach such provisions. LIVB acknowledges and agrees that (i) the claim for indemnification or advances is denied, in whole or in part, (ii) no disposition of such claim is made within ninety (90) days of request therefor; (iii) advancement of Expenses is not timely made pursuant to Section 7, (iv) payment of indemnification pursuant to this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (v) the Corporation or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee Covalto shall be entitled to an adjudication by injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the Delaware Court terms and provisions hereof and thereof, without proof of Chancery damages, prior to the valid termination of Indemnitee’s entitlement this Agreement in accordance with ‎Section 10.1, this being in addition to such indemnification or advancement of Expensesany other remedy to which Covalto is entitled under this Agreement, and (ii) the Corporation shall right of specific enforcement is an integral part of the Transactions and without that right, Covalto would not have entered into this Agreement. LIVB agrees that it will not oppose Indemnitee’s right the granting of specific performance and other equitable relief on the basis that Covalto has an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. LIVB acknowledges and agrees that Covalto, in seeking an injunction to seek any such adjudication prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Agreement. Indemnitee, in such enforcement action, if successful in whole or in part‎Section 11.13, shall not be entitled required to be paid also the Expenses of prosecuting Indemnitee’s claim. It shall be a defense to provide any action for which a claim for indemnification is made under Section 2 hereof (bond or other than an action brought to enforce a claim for advance or reimbursement of Expenses under this Agreement, provided that the required undertaking has been tendered to the Corporation) that Indemnitee is not entitled to indemnification because of the limitations set forth security in Section 3 hereof. Neither the failure of the Corporation (including the Board, connection with any committee of the Board, or the Corporation’s its stockholders, or any subgroup of such directors or stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Corporation (including the Board, any committee of the Board, or the Corporation’s stockholders, or any subgroup of such directors or stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Indemnitee is not entitled to indemnification under this Agreement or otherwiseinjunction. (b) To LIVB acknowledges and agrees that any Termination Fee is not intended to be a penalty, but rather is liquidated damages in a reasonable amount that will compensate the fullest extend Sponsor and LIVB in the circumstances in which such Termination Fee is due and payable for the efforts and resources expended and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. In the event of any Covalto breach or failure to perform any of its representations or warranties or covenants, or other agreements, contained in this Agreement or any other Transaction Agreement (for the avoidance of doubt, not prohibited by lawincluding the Confidentiality Agreement), LIVB acknowledges and agrees that the only remedy with respect to LIVB, the Corporation Sponsor and their respective Representatives and Affiliates against any Covalto Related Parties shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 12 that the procedures and presumptions payment by Covalto of this Agreement are not validthe Termination Fee, binding and enforceable and shall stipulate in any such court that the Corporation is bound by all the provisions of this Agreement. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification, the Corporation which Termination Fee shall be bound by such determination payable only as set forth in any Proceeding commenced pursuant to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law‎Section 10.3(a).