Common use of Indemnification by ▇▇▇▇▇▇ Clause in Contracts

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to The Holder shall indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out ofany Prospectus, or are based upon: (a) either an untrue statement made in any amendment or the supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein (in reliance upon and the case of any Prospectus or supplement thereto, in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation light of the Registration Statement, circumstances under which they were made) not misleading (bi) to the failure of Abbott extent, but only to comply with the covenants or agreements contained in Section 2.6 hereofextent, or (c) any that such untrue statement or omission is contained in any prospectus information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that is corrected such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale amendment or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in supplement thereto. In no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 3.2, or under Section 3.4, or under Sections 3.2 5 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott the Holder has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to indemnify shall indemnify, defend and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, Purchaser Indemnitees from and against any lossesand all Losses incurred or sustained by the Purchaser Indemnitees to the extent arising from Third-Party Claims relating to, claims, damages arising out of or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upondue to: (a) either an any untrue statement made in or the omission alleged untrue statement of a material fact from contained in, or incorporated by reference into, the ▇▇▇▇▇▇ Disclosure Portions (as defined in the Separation Agreement) of the Disclosure Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (b) any untrue statement or alleged untrue statement of a material fact contained in, or incorporated by reference into, any report or filing of ▇▇▇▇▇▇ with respect to any period entirely or partially prior to the Split-Off Effective Time required by or filed under the Exchange Act, or any filing made prior to the Split-Off Effective Time under the Securities Act by ▇▇▇▇▇▇, or the omission or alleged omission to state in any such Registration Statement report or filing a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that ▇▇▇▇▇▇ shall not be liable in any such case to the extent that any such Losses relate to, arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission made in any such report or filing in reliance upon and in conformity with written information furnished to RTI ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate or any of their respective Representatives by or on behalf of Abbott GM or any GM Affiliate or any of their respective Representatives specifically for use in preparation preparing such report or filing by ▇▇▇▇▇▇; provided, further, that ▇▇▇▇▇▇ shall not be liable in any such case to the extent that any such Losses relate to, arise out of or are based upon statements or omissions relating to any plans, proposals, intentions or policies of GM or any GM Affiliate existing at the Registration Statement, time that such report or filing was made; provided, further, that this Section 13.3(b) shall not apply to the Disclosure Documents (b) the failure of Abbott to comply with the covenants or agreements contained which matters are addressed in Section 2.6 hereof, or13.3(a) above); and (c) any untrue statement or omission in alleged untrue statement of a material fact contained in, or incorporated by reference into, any prospectus that is corrected in report or other filing of GM with respect to any subsequent prospectus that was delivered to Abbott period entirely or partially prior to the pertinent sale Split-Off Effective Time required by or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing filed under the Exchange Act relating to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇', any ▇▇▇▇▇▇ cumulative aggregate liability under this Section 3.2Affiliate, the ▇▇▇▇▇▇ Business or the GM Class H Common Stock, or any filing made prior to the Split-Off Effective Time under Section 3.4the Securities Act by GM relating to ▇▇▇▇▇▇, any ▇▇▇▇▇▇ Affiliate, the ▇▇▇▇▇▇ Business or the GM Class H Common Stock, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares omission or alleged omission to which state in any such loss relates minus the amount of any damages which Abbott has otherwise been report or filing a material fact required to pay by reason be stated therein or necessary to make the statements therein not misleading; provided, however, that, with respect to any report or filing of GM, ▇▇▇▇▇▇ shall be liable in any such case only to the extent that any such Losses arise out of or are based upon any such untrue statement or allegedly alleged untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2omission made in any such report or filing in reliance upon and in conformity with written information furnished to GM, 2000 -9-any GM Affiliate or any of their respective Representatives by or on behalf of ▇▇▇▇▇▇, any ▇▇▇▇▇▇ Affiliate or any of their respective Representatives specifically for use in preparing such report or filing by GM; provided, further, that ▇▇▇▇▇▇ shall not be liable in any such case to the extent that any such Losses relate to, arise out of or are based upon any plans, proposals, intentions or policies of GM or any GM Affiliate existing at the time such report or filing was made; provided, further, that this Section 13.3(c) shall not apply to the Disclosure Documents (which matters are addressed in Section 13.3(a) above).

Indemnification by ▇▇▇▇▇▇. Subject to Section 5.4, and subject to the consummation of the Split-Off, from and after the Split-Off Effective Time, ▇▇▇▇▇▇ agrees to indemnify shall indemnify, defend and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, GM Indemnitees (as defined below) from and against any lossesand all Losses (as defined below) incurred or sustained by the GM Indemnitees to the extent arising from Third-Party Claims (as defined below) (except in the case of Sections 5.1(a) and 5.2(f), claimswhich need not arise from Third-Party Claims) relating to, damages arising out of or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upondue to: (a) either an untrue statement made in directly or indirectly, the omission ▇▇▇▇▇▇ Business, irrespective of a material fact from whether such Registration Statement in reliance upon Losses relate to, arise out of or are due to occurrences or conditions prior to, at or after the Split-Off Effective Time, and in conformity with written information furnished including all Losses relating to, arising out of or due to, directly or indirectly, (i) any business or operations previously owned by ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate and disposed of prior to RTI by the Split-Off Effective Time or on behalf (ii) any occurrence relating to any disposition of Abbott specifically for use in preparation of the Registration Statement,any such business or operations; (b) directly or indirectly, any breach after the failure Split-Off Effective Time by ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate of Abbott to comply with any of the covenants to be performed by it under this Agreement or any of the agreements contained in Section 2.6 hereofcontemplated hereby; provided, orhowever, that ▇▇▇▇▇▇ shall indemnify, defend and hold harmless the GM Indemnitees from and against only fifty percent (50%) of any such Losses that relate to, arise out of or are due to any such breach that occurs during the Interim Period; (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defendingalleged untrue statement of a material fact contained in, or preparing to defend any such actionincorporated by reference into, proceeding, or claim; provided, however, that in no event shall the ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2Disclosure Portions (as defined below) of the Disclosure Documents, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood and agreed that, 2000 -9-for the purposes of this Agreement, "▇▇▇▇▇▇ Disclosure Portions" shall mean any and all information, other than information with respect to Sales Process Disclosure (as defined below), furnished by or on behalf of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate, or any of their respective Representatives, for inclusion in the Disclosure Documents, including all information relating to: (i) ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate, the ▇▇▇▇▇▇ Business, financial information and data relating to ▇▇▇▇▇▇ (including both historical and pro forma financial data), (ii) the capital stock of ▇▇▇▇▇▇ from and after the Split-Off Effective Time or (iii) plans regarding the business or operations of ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate, and other forward-looking information regarding ▇▇▇▇▇▇ or any ▇▇▇▇▇▇ Affiliate, in each case that otherwise does not constitute a part of a GM Disclosure Portion (as defined below));

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees The Company may require, as a condition to indemnify including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and hold ------------------------- harmless RTInot jointly with any other Holders, each of RTI's the Company, its directors and officers, officers and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from contained in any such Registration Statement Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to RTI the Company by or on behalf of Abbott such Holder with respect to such Holder and stated to be specifically for use inclusion in preparation of the such Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by AbbottProspectus, and Abbott will, as incurred, reimburse RTI and such persons for any legal offering circular or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; document; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall ▇▇▇▇▇▇'▇ cumulative not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and; provided, further, that the liability of such Holder for any Loss shall be limited to the aggregate liability under this Section 3.2gross proceeds (net of any underwriting commissions and discounts, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount but before deducting other expenses) received by Abbott such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the Shares to which such loss relates minus the aggregate amount of any damages which Abbott such Holder has otherwise been required to pay by reason in respect of such untrue Loss or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to Holder shall indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out ofany Prospectus, or are based upon: (a) either an untrue statement made in any amendment or the supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein (in reliance upon and the case of any Prospectus or supplement thereto, in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation light of the Registration Statement, circumstances under which they were made) not misleading (bi) to the failure of Abbott extent, but only to comply with the covenants or agreements contained in Section 2.6 hereofextent, or (c) any that such untrue statement or omission is contained in any prospectus information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that is corrected such information relates to Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale amendment or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in supplement thereto. In no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 3.2, or under Section 3.4, or under Sections 3.2 5 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott Holder has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Company, each of RTI's the Subsidiary Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted primarily from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Company and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Subsidiary Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors, if any, in writing such information as the Company and the Guarantors, if any, reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Company, each of RTI's the Guarantors, if any, their respective directors and officers, officers and each personPerson, if any, who controls RTI the Company and the Guarantors, if any (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any losses, claims, damages untrue or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an alleged untrue statement made in or the omission of a material fact from such contained in any Registration Statement Statement, Prospectus or form of prospectus or in reliance upon and any amendment or supplement thereto or in conformity with written information furnished any preliminary prospectus, or any omission or alleged omission to RTI by state therein a material fact required to be stated therein or on behalf of Abbott specifically for use necessary to make the statements therein, in preparation the light of the Registration Statement, (b) circumstances under which they were made, not misleading to the failure of Abbott extent, but only to comply with the covenants or agreements contained in Section 2.6 hereofextent, or (c) any that such untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly alleged untrue statement or omission or alleged omissionomission was made in conformity with and in reliance upon any information so furnished in writing by such Holder to the Company and the Guarantors, if any, expressly for use therein. RTI - Reg. Rights Agmt May 2Notwithstanding the foregoing, 2000 -9-in no event shall the liability of any selling Holder be greater in amount than such Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees From and after the Closing Date and subject to the provisions of this Article VII, Aeglea shall reimburse, defend, indemnify and hold ------------------------- harmless RTIImmedica and its directors, each of RTI's directors officers, employees, Affiliates, agents, attorneys and officersRepresentatives, and each personof their respective successors and permitted assigns (collectively, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, “Immedica Indemnified Parties”) harmless from and against any lossesand all Losses incurred, claims, damages resulting or liabilities (arising from or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponrelating to: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants any representation or agreements warranty of Aeglea contained in this Agreement to be true and correct as of the Closing Date (except for any such representation and warranty that addresses matters only as of a specific date, which representation and warranty shall be true and correct as of such specific date); provided that for purposes of (i) determining whether any failure of a representation or warranty to be true and correct has occurred and (ii) calculating the amount of any Losses relating thereto, in each case, the representations and warranties shall be considered and applied without regard to any reference to materiality, Material Adverse Effect or similar materiality qualification set forth therein; and provided, further, that if the absence of an asset has resulted in a failure of a representation or warranty set forth in Section 2.6 hereof4.8(a) to be so true and correct, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale extent that such failure may be cured (in whole or sales in part) by Abbottthe delivery of such asset to Immedica after the Closing (including by the grant of a license if such absent asset was a license), and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under ’s indemnification obligations hereunder may (but without limiting any obligation set forth in this Section 3.2Agreement) be cured to such extent (and only such extent) by delivery of such asset, and the remaining indemnification obligations with respect to such failure (if any) shall be satisfied in accordance with the other provisions of this Article VII; (b) any breach of or under Section 3.4failure to perform any covenant or obligation made or to be performed by Aeglea in this Agreement or in any certificate or other writing delivered pursuant hereto; (c) any Excluded Asset or Excluded Liability (including, or under Sections 3.2 and 3.4 togetherfor the avoidance of doubt, exceed the net amount received by Abbott from the sale in respect of any Person seeking to impose any Excluded Liability on any of the Shares to which such loss relates minus Immedica Indemnified Parties based upon any theory of successor liability or based upon any claim of fraudulent transfer or any other claim alleging that the amount consideration paid in connection with the consummation of the transactions contemplated hereby is insufficient for any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-reason); and (d) the matters set forth on Schedule 7.2(d).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to Holder shall, indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out ofany Prospectus, or are based upon: (a) either an untrue statement made in any amendment or the supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein (in reliance upon and the case of any Prospectus or supplement thereto, in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation light of the Registration Statement, circumstances under which they were made) not misleading (bi) to the failure of Abbott extent, but only to comply with the covenants or agreements contained in Section 2.6 hereofextent, or (c) any that such untrue statement or omission is contained in any prospectus information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that is corrected such information relates to such Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement, such Prospectus or in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale amendment or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in supplement thereto. In no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 3.2, or under Section 3.4, or under Sections 3.2 5 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott such Holder has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-) received by such Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-.

Indemnification by ▇▇▇▇▇▇. In the event of any registration under the Securities Act of any offering of Shares, ▇▇▇▇▇▇ hereby agrees to indemnify and hold ------------------------- harmless RTI, the Company and each person who controls the Company within the meaning of RTI's directors the Securities Act and officerseach other person (including each underwriter, and each other person, if any, who controls RTI within such underwriter, and each other selling shareholder, and each other person, if any, who controls such selling shareholder) who participates in the meaning offering of the Securities Act or the Exchange Actsuch Shares, from and against any lossesLosses, claimsjoint or several, damages or liabilities (or actions or proceedings in respect thereof) to which they the Company, other selling shareholder, or controlling person or participating person may become subject (under the Securities Act or otherwise) , insofar as such losses, claims, damages or liabilities Losses (or actions or proceedings in respect thereof) arise out of, of or are based upon: (a) either upon any untrue statement or alleged untrue statement of any material fact contained therein, on the effective date thereof, in any registration statement under which an offering of such Shares was registered under the Securities Act, in any preliminary prospectus or final prospectus contained therein, or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, other selling shareholders, and each such controlling person or participating person for any legal or other expenses reasonably incurred by the Company, other selling shareholders, or such controlling person or participating person in connection with investigating or defending any such Loss or proceeding: provided, however, that ▇▇▇▇▇▇ will be liable in any such case to the extent, and only to the extent, that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, said preliminary or the omission of a material fact from such Registration Statement final prospectus or said amendment or supplement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott ▇▇▇▇▇▇ specifically for use in the preparation thereof. Notwithstanding the foregoing, the liability of ▇▇▇▇▇▇ under this Section 10 shall be limited to an amount equal to the price of the Registration Statement, (b) the failure Shares sold by ▇▇▇▇▇▇ in connection with such registration unless such liability arises out of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall acts based on willful conduct of ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-.

Indemnification by ▇▇▇▇▇▇. Each Holder, to the fullest extent permitted by ▇▇▇▇▇▇ , agrees to indemnify indemnify, hold harmless and hold ------------------------- harmless RTIdefend the Company, each of RTI's directors its officers, directors, employees and officersagents, and each personPerson, if any, who controls RTI the Company within the meaning of the Securities Act or (each, a “Company Indemnitee” and together with the Exchange ActHolder Indemnitees, from and each an “Indemnitee”) against any lossesand all Losses incurred, claims, damages arising out of or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (ai) either an any untrue or alleged untrue statement made in or the omission of a material fact contained in a Registration Statement, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, if and to the extent that such statement or omission occurs from such Registration Statement in reliance upon and in conformity with written information regarding such Holder or its plan of distribution or ownership interest, that was furnished to RTI the Company by or on behalf of Abbott specifically such Holder for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereoftherein, or (cii) any untrue or alleged untrue statement of a material fact contained in the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, if and to the extent that such statement or omission occurs from reliance upon and in any prospectus that is corrected in any subsequent prospectus conformity with written information regarding such Holder or its plan of distribution or its ownership interests, that was delivered to Abbott prior furnished to the pertinent sale or sales Company by Abbott, and Abbott will, as incurred, reimburse RTI and such persons Holder specifically for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claimuse therein; provided, however, that in no event the obligations of each Holder hereunder shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed be limited to an amount equal to the net amount proceeds actually received by Abbott from such Holder upon the sale of the Shares to which such loss relates minus Registrable Securities (less the aggregate amount of any damages which Abbott such Holder has otherwise been required to pay by reason in respect of such untrue Losses or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-any substantially similar Losses arising from the sale of such Registrable Securities).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to Holder shall indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out ofany Prospectus, or are based upon: (a) either an untrue statement made in any amendment or the supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein (in reliance upon and the case of any Prospectus or supplement thereto, in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation light of the Registration Statement, circumstances under which they were made) not misleading (bi) to the failure of Abbott extent, but only to comply with the covenants or agreements contained in Section 2.6 hereofextent, or (c) any that such untrue statement or omission is contained in any prospectus information so furnished in writing by Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that is corrected such information relates to Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by Holder expressly for use in a Registration Statement, such Prospectus or in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale amendment or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in supplement thereto. In no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by Holder in connection with any claim relating to this Section 3.2, or under Section 3.4, or under Sections 3.2 5 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott Holder has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-) received by Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees The Company may require, as a condition to indemnify including any Registrable Securities in any Registration Statement filed in accordance with Article 3 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the participating Holder of such Registrable Securities to indemnify, to the fullest extent permitted by law, severally and hold ------------------------- harmless RTInot jointly with any other Holders, each of RTI's the Company, its directors and officers, officers and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from contained in any such Registration Statement Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 4.2) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to RTI the Company by or on behalf of Abbott specifically such Holder with respect to such Holder for use inclusion in preparation of the such Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by AbbottProspectus, and Abbott will, as incurred, reimburse RTI and such persons for any legal offering circular or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claimdocument; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall ▇▇▇▇▇▇'▇ cumulative not be unreasonably withheld); and provided, further, that the liability of such Holder shall be individual, not joint and several, for each Holder and shall be limited to the aggregate liability under this Section 3.2gross proceeds (net of any underwriting commissions and discounts, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount but before deducting other expenses) received by Abbott such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the Shares to which such loss relates minus the aggregate amount of any damages which Abbott such Holder has otherwise been required to pay by reason in respect of such untrue Loss or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Company, each of RTI's the Subsidiary Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted primarily from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Company and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Subsidiary Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder's Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to The Holder shall, severally and not jointly, indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out ofany Prospectus, or are based upon: (a) either an untrue statement made in any amendment or the supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein (in reliance upon and the case of any Prospectus or supplement thereto, in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation light of the Registration Statement, circumstances under which they were made) not misleading (bi) to the failure of Abbott extent, but only to comply with the covenants or agreements contained in Section 2.6 hereofextent, or (c) any that such untrue statement or omission is contained in any prospectus information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that is corrected such information relates to the Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale amendment or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in supplement thereto. In no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 3.2, or under Section 3.4, or under Sections 3.2 7 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott the Holder has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Company, each of RTI's the Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Company and the Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue statement or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted primarily from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Company and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott▇▇▇▇▇▇, and Abbott ▇▇▇▇▇▇ will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-.

Indemnification by ▇▇▇▇▇▇. (a) ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTI, the Insurance Company and each of RTI's directors and its directors, officers, employees or agents, and each person, if any, who controls RTI the Insurance Company within the meaning of Section 15 of the Securities 1933 Act or (collectively, the Exchange Act, from and "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages or damages, liabilities (including amounts paid in settlement with the written consent of ▇▇▇▇▇▇) or actions or proceedings in respect thereoflitigation (including reasonable legal and other expenses) to which they the Indemnified Parties may become subject (under the Securities Act any statute, at common law or otherwise) , insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) or settlements are related to the sale, acquisition or redemption of the Trust's shares or the Contracts and: (i) arise out of, of or are based upon: (a) either an upon any untrue statement made or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission of to state therein a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if the statement or omission or alleged statement or omission was made in reliance upon and in conformity with written information furnished in writing to RTI ▇▇▇▇▇▇ or the Trust by or on behalf of Abbott specifically the Insurance Company for use in preparation the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Registration Statement,Contracts or Trust shares; (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Contracts not supplied by ▇▇▇▇▇▇ or persons under its control) or wrongful conduct of the Trust, ▇▇▇▇▇▇ or persons under their control, with respect to the sale or distribution of the Contracts or shares of the Trust; (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurance Company by or on behalf of the Trust; (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation, warranty or agreement made by ▇▇▇▇▇▇ in this Agreement or arise out of or result from any other material breach of this Agreement by ▇▇▇▇▇▇; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) ▇▇▇▇▇▇ shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party that may arise from the failure Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of Abbott the Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of obligations and duties under this Agreement or to comply with the covenants Insurance Company or agreements contained in Section 2.6 hereofthe Account, orwhichever is applicable. (c) ▇▇▇▇▇▇ shall not be liable under this indemnification provision with respect to any untrue statement claim made against an Indemnified Party unless the Indemnified Party shall have notified ▇▇▇▇▇▇ in writing within a reasonable time after the summons or omission in other first legal process giving information of the nature of the claim shall have been served upon the Indemnified Party (or after the Indemnified Party shall have received notice of such service on any prospectus that is corrected in designated agent). Notwithstanding the foregoing, the failure of any subsequent prospectus that was delivered Indemnified Party to Abbott prior give notice as provided herein shall not relieve ▇▇▇▇▇▇ of its obligations hereunder except to the pertinent sale or sales extent that ▇▇▇▇▇▇ has been prejudiced by Abbottsuch failure to give notice. In addition, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing failure by the Indemnified Party to defend notify ▇▇▇▇▇▇ of any such claim shall not relieve ▇▇▇▇▇▇ from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, ▇▇▇▇▇▇ will be entitled to participate, at its own expense, in the defense thereof. ▇▇▇▇▇▇ also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action; PROVIDED, proceedingHOWEVER, that if the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or claim; providedadditional to those available to ▇▇▇▇▇▇, however▇▇▇▇▇▇ shall not have the right to assume said defense, but shall pay the costs and expenses thereof (except that in no event shall ▇▇▇▇▇▇ be liable for the fees and expenses of more than one counsel for Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). After notice from ▇▇▇▇▇▇ to the Indemnified Party of ▇▇▇▇▇▇'▇ cumulative aggregate liability election to assume the defense thereof, and in the absence of such a reasonable conclusion that there may be different or additional defenses available to the Indemnified Party, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and ▇▇▇▇▇▇ will not be liable to that party under this Section 3.2, Agreement for any legal or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed other expenses subsequently incurred by that party independently in connection with the net amount received by Abbott from the sale defense thereof other than reasonable costs of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-investigation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees As a condition to indemnify including any Registrable Securities in any Registration Statement filed in accordance with Section 4 hereof, the participating Holder of such Registrable Securities shall indemnify, to the fullest extent permitted by law, severally and hold ------------------------- harmless RTInot jointly with any other Holders, each of RTI's the Company, its directors and officers, officers and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from contained in any such Registration Statement Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 6(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to RTI the Company by or on behalf of Abbott specifically such Holder with respect to such Holder for use inclusion in preparation of the such Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by AbbottProspectus, and Abbott will, as incurred, reimburse RTI and such persons for any legal offering circular or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claimdocument; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall ▇▇▇▇▇▇'▇ cumulative aggregate not be unreasonably withheld); and provided, further, that the liability under this Section 3.2of such Holder shall be individual, or under Section 3.4not joint and several, or under Sections 3.2 for each Holder and 3.4 together, exceed shall be limited to the net amount proceeds received by Abbott such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the Shares to which such loss relates minus the aggregate amount of any damages which Abbott such Holder has otherwise been required to pay by reason in respect of such untrue Loss or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-any substantially similar Loss arising from the sale of such Registrable Securities).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTIto the fullest extent permitted by law each Holder of Registrable Securities covered by the Shelf Registration Statement, each of RTI's its officers, directors and officersagents, and each personPerson, if any, who controls RTI such Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, Act from and against any and all losses, claims, damages damages, liabilities and expenses caused by any untrue statement or liabilities alleged untrue statement of a material fact contained in the Shelf Registration Statement or any Subsequent Shelf Registration Statement or any prospectus relating to the Registrable Securities (as amended or actions supplemented if ▇▇▇▇▇▇ shall have furnished any amendments or proceedings supplements thereto) or any preliminary, summary or final prospectus or any amendments or supplements thereto, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading and ▇▇▇▇▇▇ will reimburse such Holders for any legal or any other expenses reasonably incurred by them in respect thereof) to which they may become subject (under the Securities Act connection with investigating or otherwise) defending such loss, claim, damage, liability or expense except insofar as such losses, claims, damages damages, liabilities or liabilities (or actions or proceedings in respect thereof) arise out of, or expenses are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI caused by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omissionuntrue statement or omission based upon information furnished in writing to ▇▇▇▇▇▇ by such Holder or on such Holder's behalf by an authorized representative of such Holder in either such case expressly for use therein; provided, that with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus, or in any prospectus, as the case may be, the indemnity agreement contained in this paragraph shall not apply to the extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the prospectus (or, in the case of a prospectus, the prospectus as amended or supplemented) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Securities concerned to such Person if it is determined that ▇▇▇▇▇▇ has timely provided such prospectus and it was the responsibility of such Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. RTI - Reg. Rights Agmt May 2▇▇▇▇▇▇ also agrees to indemnify any underwriters of the Registrable Securities, 2000 -9-their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Holders provided in this Section 2.03.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to shall, at its own cost and expense, defend, indemnify and hold ------------------------- harmless RTIMEDIMMUNE and its AFFILIATES and their licensors related to PRODUCTS and their respective employees, agents, officers, shareholders and directors and each of RTI's directors and officers, and each person, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, them (a “MEDIMMUNE INDEMNIFIED PARTY”) from and against any and all claims, causes of action, losses, claimsdamages and costs (including reasonable attorney’s fees) of any nature made or asserted against a MEDIMMUNE INDEMNIFIED PARTY or lawsuits or other proceedings filed or otherwise instituted against a MEDIMMUNE INDEMNIFIED PARTY, damages or liabilities as described below (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon:hereinafter individually and collectively a “MEDIMMUNE LOSS”): (a) either an untrue statement made in With respect to SYNAGIS, to the extent that such MEDIMMUNE LOSS results or the omission arises from clinical trials, testing, sale or use of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI SYNAGIS which is used or sold by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇ and (b) With respect to NUMAX: (i) [***] of any MEDIMMUNE LOSS related to a THIRD PARTY claim of product liability related to [***], and (ii) to the extent that such MEDIMMUNE LOSS results or arises from: (A) [***] or (B) a breach of a statutory duty, representation or warranty or a failure to comply with any covenant or other obligation of ▇'▇▇▇▇▇ cumulative aggregate liability set forth in this AGREEMENT; except, in each case, to the extent such MEDIMMUNE LOSS results or arises from any [***] relating to NUMAX within the TERRITORY conducted by MEDIMMUNE, its AFFILIATES or licensees under this Section 3.2AGREEMENT; but in all cases described in (a) and (b) above, ▇▇▇▇▇▇ shall not have any obligation to indemnify MEDIMMUNE for the portion of any MEDIMMUNE LOSS that arises or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott results from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason negligence or willful misconduct of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-MEDIMMUNE INDEMNIFIED PARTY.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees Subject to indemnify Section 5(a), the Holder shall indemnify, to the fullest extent permitted by law, severally and hold ------------------------- harmless RTInot jointly with any other Holders, each of RTI's the Company, its directors and officers, officers and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), from and against all Losses arising out of or based on any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from contained in any such Registration Statement Statement, Prospectus, Free Writing Prospectus, offering circular, or other document, or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will (without limitation of the portions of this Section 5(b)) reimburse the Company, such directors, officers and controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss, provided that the Holder will not be liable in any such case for such untrue statements or omissions made in such Registration Statement, Prospectus, Free Writing Prospectus, offering circular, or other document in reliance upon and in conformity with written information not furnished to RTI the Company by or on behalf of Abbott specifically for use in preparation of the such Holder that is contained Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by AbbottProspectus, and Abbott will, as incurred, reimburse RTI and such persons for any legal offering circular or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claimdocument; provided, however, that the obligations of such Holder hereunder shall not apply to amounts paid in no event settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such Holder (which consent shall ▇▇▇▇▇▇'▇ cumulative aggregate not be unreasonably withheld); and provided, further, that the liability under this Section 3.2of such Holder shall be individual, or under Section 3.4not joint and several, or under Sections 3.2 for each Holder and 3.4 together, exceed shall be limited to the net amount proceeds received by Abbott such selling Holder from the sale of Registrable Securities covered by such Registration Statement, Prospectus, offering circular or other document containing such untrue statement (or alleged untrue statement) or omission (or alleged omission) (less the Shares to which such loss relates minus the aggregate amount of any damages which Abbott such Holder has otherwise been required to pay by reason in respect of such untrue Loss or allegedly untrue statement or omission or alleged omissionany substantially similar Loss arising from the sale of such Registrable Securities). RTI - Reg. Rights Agmt May 2As a condition to including Registrable Securities in any Registration Statement filed in accordance herewith, 2000 -9-the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ Enovis agrees to indemnify and hold ------------------------- harmless RTIharmless, to the full extent permitted by law, each of RTI's directors Holder, such Holder’s Affiliates and their respective officers, directors, employees, advisors, and agents and each person, if any, Person who controls RTI (within the meaning of the Securities Act or the Exchange Act, ) such Persons from and against any and all losses, claims, damages or damages, liabilities (or actions or proceedings in respect thereof, whether or not such indemnified party is a party thereto) to and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which they may become subject (the Sale of such Registrable Securities was Registered under the Securities Act or otherwise(ii) insofar as any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or Prospectus Supplement, in light of the circumstances under which they were made) not misleading; provided, however, that Enovis shall not be liable to any particular indemnified party in any such losses, claims, damages case to the extent that any such Loss arises out of or liabilities (or actions or proceedings in respect thereof) arise out of, or are is based upon: (a) either upon an untrue statement or alleged untrue statement or omission or alleged omission made in or the omission of a material fact from any such Registration Statement in reliance upon and in conformity with written information furnished to RTI Enovis by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability Enovis may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Abbott specifically for use in preparation of such Holder or any indemnified party and shall survive the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason transfer of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-securities by such Holder.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuer and the Guarantor in writing such information as the Issuer and the Guarantor reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Issuer, each of RTI's the Guarantor, their respective directors and officers, and each personPerson, if any, who controls RTI the Issuer and the Guarantor (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted solely from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Issuer and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Guarantor expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ Each Holder severally and not jointly agrees to indemnify and hold ------------------------- harmless RTIharmless, to the extent permitted by law, the Company, and each of RTI's its directors and officersofficers (including each director and officer of the Company who signed a Registration Statement), employees, agents, Affiliates, representatives, and each person, if any, who controls RTI the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any lossesand all loss, claimsliability, damages claim, damage, judgment and expense whatsoever, as incurred (including reasonable and documented fees and disbursements of counsel), arising out of or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an upon any untrue statement made in or the omission alleged untrue statement of a material fact from such contained in the Registration Statement pursuant to which the Registrable Securities of such Holder were registered under the Securities Act, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus or any preliminary Prospectus or, in each case, any amendment thereof or supplement thereto, in light of the circumstances under which such statements were made), provided, however, that a Holder shall only be liable under the indemnity provided pursuant to Sections 7.2 and 7.3 with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to RTI the Company by or on behalf of Abbott specifically such Holder expressly for use in preparation of the Registration Statement, Statement (bor any amendment thereto) or the failure Prospectus or any preliminary Prospectus (or, in each case, any amendment or supplement thereto). Notwithstanding the provisions of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofSections 7.1 through 7.3, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative the aggregate liability under this Section 3.2, or under Section 3.4, or amount payable by a Holder and any permitted assignee by way of indemnity under Sections 3.2 7.2 and 3.4 together, 7.3 exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay the aggregate net cash proceeds (after deducting underwriting discounts and commissions but before deducting other expenses) actually received by reason such Holder or such permitted assignee, as the case may be, from sales of the Registrable Securities of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by ▇▇▇▇▇▇. (a) ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTI, the Insurance Company and each of RTI's directors and its directors, officers, employees or agents, and each person, if any, who controls RTI the Insurance Company within the meaning of Section 15 of the Securities 1933 Act or (collectively, the Exchange Act, from and "Indemnified Parties" for purposes of this Section 8.2) against any and all losses, claims, damages or damages, liabilities (including amounts paid in settlement with the written consent of ▇▇▇▇▇▇) or actions or proceedings in respect thereoflitigation (including legal and other expenses) to which they the Indemnified Parties may become subject (under the Securities Act any statute, at common law or otherwise) , insofar as such losses, claims, damages damages, liabilities or liabilities expenses (or actions or proceedings in respect thereof) or settlements are related to the sale, acquisition or redemption of the Trust's shares or the Contracts and: (i) arise out of, of or are based upon: (a) either an upon any untrue statement made or alleged untrue statement of any material fact contained in the registration statement or prospectus or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission of to state therein a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if the statement or omission or alleged statement or omission was made in reliance upon and in conformity with written information furnished in writing to RTI ▇▇▇▇▇▇ or the Trust by or on behalf of Abbott specifically the Insurance Company for use in preparation the registration statement or prospectus for the Trust or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Registration Statement,Contracts or Trust shares; (ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or sales literature for the Contracts not supplied by ▇▇▇▇▇▇ or persons under its control) or wrongful conduct of the Trust, ▇▇▇▇▇▇ or persons under their control, with respect to the sale or distribution of the Contracts or shares of the Trust; (iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or sales literature covering the Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to the Insurance Company by or on behalf of the Trust; (iv) arise as a result of any failure by the Trust to provide the services and furnish the materials under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification requirements specified in Article VI of this Agreement); or (v) arise out of or result from any material breach of any representation, warranty or agreement made by ▇▇▇▇▇▇ in this Agreement or arise out of or result from any other material breach of this Agreement by ▇▇▇▇▇▇; as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof. (b) ▇▇▇▇▇▇ shall not be liable under this indemnification provision with respect to any losses, claims, damages, liabilities or litigation incurred or assessed against an Indemnified Party that may arise from the failure Indemnified Party's willful misfeasance, bad faith, or gross negligence in the performance of Abbott the Indemnified Party's duties or by reason of the Indemnified Party's reckless disregard of obligations and duties under this Agreement or to comply with the covenants Insurance Company or agreements contained in Section 2.6 hereofthe Account, orwhichever is applicable. (c) ▇▇▇▇▇▇ shall not be liable under this indemnification provision with respect to any untrue statement claim made against an Indemnified Party unless the Indemnified Party shall have notified ▇▇▇▇▇▇ in writing within a reasonable time after the summons or omission in other first legal process giving information of the nature of the claim shall have been served upon the Indemnified Party (or after the Indemnified Party shall have received notice of such service on any prospectus that is corrected in designated agent). Notwithstanding the foregoing, the failure of any subsequent prospectus that was delivered Indemnified Party to Abbott prior give notice as provided herein shall not relieve ▇▇▇▇▇▇ of its obligations hereunder except to the pertinent sale or sales extent that ▇▇▇▇▇▇ has been prejudiced by Abbottsuch failure to give notice. In addition, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing failure by the Indemnified Party to defend notify ▇▇▇▇▇▇ of any such claim shall not relieve ▇▇▇▇▇▇ from any liability which it may have to the Indemnified Party against whom such action is brought otherwise than on account of this indemnification provision. In case any such action is brought against the Indemnified Parties, ▇▇▇▇▇▇ will be entitled to participate, at its own expense, in the defense thereof. ▇▇▇▇▇▇ also shall be entitled to assume the defense thereof, with counsel satisfactory to the party named in the action, proceeding, or claim; provided, however, that if the Indemnified Party shall have reasonably concluded that there may be defenses available to it which are different from or additional to those available to ▇▇▇▇▇▇, ▇▇▇▇▇▇ shall not have the right to assume said defense, but shall pay the costs and expenses thereof (except that in no event shall ▇▇▇▇▇▇ be liable for the fees and expenses of more than one counsel for Indemnified Parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances). After notice from ▇▇▇▇▇▇ to the Indemnified Party of ▇▇▇▇▇▇'▇ cumulative aggregate liability election to assume the defense thereof, and in the absence of such a reasonable conclusion that there may be different or additional defenses available to the Indemnified Party, the Indemnified Party shall bear the fees and expenses of any additional counsel retained by it, and ▇▇▇▇▇▇ will not be liable to that party under this Section 3.2, Agreement for any legal or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed other expenses subsequently incurred by that party independently in connection with the net amount received by Abbott from the sale defense thereof other than reasonable costs of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-investigation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantor in writing such information as the Issuers and the Guarantor reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Issuers, each of RTI's the Guarantor, their respective directors and officers, and each personPerson, if any, who controls RTI the Issuers and the Guarantor (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted solely from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Issuers and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Guarantor expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuer and the Guarantors in writing such information as the Issuer and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus, and shall indemnify and hold ------------------------- harmless RTIthe Issuer, each of RTI's the Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Issuer and the Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted solely from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from such Registration Statement any information so furnished in reliance upon and in conformity with written information furnished to RTI writing by or on behalf of Abbott specifically such Holder to the Issuer and the Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Company, each of RTI's the Subsidiary Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted solely from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Company and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Subsidiary Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to The Holder shall, severally and not jointly, indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or based solely upon: (x) the Holder’s failure to comply with the prospectus delivery requirements of the Securities Act or the Exchange Act(y) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out ofProspectus, or are based upon: (a) either an untrue statement made any form of prospectus, or in any amendment or the supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact from required to be stated therein or necessary to make the statements therein not misleading (i) to the extent, but only to the extent, that such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission is contained in any prospectus that is corrected information so furnished in any subsequent prospectus that was delivered to Abbott prior writing by the Holder to the pertinent sale Company specifically for inclusion in such Registration Statement or sales such Prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding the Holder furnished in writing to the Company by Abbott, and Abbott will, as incurred, reimburse RTI and such persons the Holder expressly for any legal or other expenses reasonably incurred in investigating, defendinguse therein, or preparing to defend any the extent that such action, proceeding, information relates to such Holder or claim; provided, however, that in no event shall such ▇▇▇▇▇▇'’s proposed method of distribution of Warrant Shares and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A to this Warrant, with any amendments thereto required by changes in applicable securities laws from the date hereof until the filing of the Registration Statement that are not inconsistent with ▇▇▇▇▇ cumulative aggregate A to the Registration Rights Agreement, for this purpose), such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v) of the Registration Rights Agreement, the use by the Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or defective and prior to the receipt by such Holder of the Advice contemplated in Section 17(b). In no event shall the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed of the selling Holder hereunder be greater in amount than the dollar amount of the net amount proceeds received by Abbott from the Holder upon the sale of the Warrant Shares giving rise to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-indemnification obligation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTIABS, each of RTIABS's directors and officers, and each person, if any, who controls RTI ABS within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: : (ai) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI ABS by or on behalf of Abbott specifically for use in preparation of the Registration Statement, , (bii) the failure of Abbott to comply with the covenants or agreements contained in Section SECTION 2.6 hereof, or or (ciii) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott▇▇▇▇▇▇, and Abbott ▇▇▇▇▇▇ will, as incurred, reimburse RTI ABS and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that Abbott shall not be liable for any amount in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed excess of the amount by which the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ Each Holder severally and not jointly agrees to indemnify and hold ------------------------- harmless RTI, each of RTI's directors and officersPubco, and each personof its directors and officers (including each director and officer of Pubco who signed a Registration Statement), and each Person, if any, who controls RTI Pubco within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponfollows: (ai) either an against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), arising out of or based upon any untrue statement made in or the omission alleged untrue statement of a material fact from such contained in the Registration Statement (or any amendment thereto) pursuant to which the Registrable Shares of such Holder were registered under the Securities Act, including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of or based upon any untrue statement or alleged untrue statement of a material fact included in any Issuer Free Writing Prospectus (within the meaning of Rule 433 of the Securities Act), the General Disclosure Package, or any Prospectus (or any amendment or supplement thereto), including all documents incorporated therein by reference, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage, judgment and expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), and to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of such Holder; and (iii) against any and all expense whatsoever, as incurred (including reasonable fees and disbursements of counsel), reasonably incurred in investigating, preparing, defending or participating in (as a witness or otherwise) against any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under subparagraph (i) or (ii) above; provided, however, that a Holder shall only be liable under the indemnity provided pursuant to Sections 7.1 through 7.3 with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of (A) any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in strict conformity with written information furnished to RTI Pubco by or on behalf of Abbott specifically such Holder expressly for use in preparation of the Registration Statement, Statement (bor any amendment thereto) or the Prospectus (or any amendment or supplement thereto) or (B) such Holder’s failure to deliver an amended or supplemental Prospectus furnished to such Holder by Pubco, if required by law to have been delivered, if such loss, liability, claim, damage or expense would not have arisen had such delivery occurred. Notwithstanding the provisions of Abbott Sections 7.1 through 7.3, a Holder and any permitted assignee shall not be required to comply indemnify Pubco, its officers, directors or control persons with the covenants or agreements contained respect to any amount in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale excess of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay the aggregate net cash proceeds received by reason such Holder or such permitted assignee, as the case may be, from sales of the Registrable Shares of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder under the Registration Statement that is the subject of the indemnification claim.

Indemnification by ▇▇▇▇▇▇. Subject to Section ------------------------- 3.03, on and after the Distribution Date, ▇▇▇▇▇▇ agrees to shall indemnify and hold ------------------------- harmless RTI, the New Fluor Group and each of RTI's directors its directors, officers and officers, and each person, if any, who controls RTI within Affiliates (the meaning of the Securities Act or the Exchange Act, "New Fluor Indemnified Parties") from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponagainst: (a) either an all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to, directly or indirectly, any breach of any provisions of this Agreement by ▇▇▇▇▇▇. (b) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement made in or the omission alleged untrue statement of a material fact from concerning the ▇▇▇▇▇▇ Group contained in the Spinoff Registration Documents or the Proxy Statement or any omission or alleged omission to state therein a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (c) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in any report of New Fluor filed prior to the Distribution Date under the Exchange Act, or in any filing made prior to the Distribution Date under the Securities Act by New Fluor, or the omission or alleged omission to state in any such Registration Statement report or filing a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (d) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in any report of New Fluor filed after the Distribution Date under the Exchange Act, or in any filing made after the Distribution Date under the Securities Act by New Fluor, or the omission or alleged omission to state in any such report or filing a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that ▇▇▇▇▇▇ shall be liable in any -------- such case only to the extent that any such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any such report or filing in reliance upon and in conformity with written information furnished to RTI New Fluor, its Affiliates or any of their respective representatives by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, its Affiliates or under Section 3.4, any of their respective representatives specifically for use in preparing such report or under Sections 3.2 and 3.4 together, exceed the net amount received filing by Abbott from the sale New Fluor. (e) All Losses of the Shares New Fluor Indemnified Parties relating to, arising out of or due to, directly or indirectly, the ▇▇▇▇▇▇ Business or any other business conducted by the ▇▇▇▇▇▇ Group, whether relating to, arising out of or due to which such loss relates minus occurrences or conditions prior to, on or after the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Distribution Date.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Issuers, each of RTI's the Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Issuers and the Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted solely from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Issuers and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Issuers and the Guarantors in writing such information as the Issuers and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Issuers , each of RTI's the Guarantors, their respective directors and officers, officers and each personPerson, if any, who controls RTI the Issuers and the Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Issuers and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTIthe Company, its affiliates and each of RTI's directors and its directors, officers, employees and agents and each person, if any, who controls RTI the Company or any of its affiliates within the meaning of Section 15 of the Securities 1933 Act or (collectively, the Exchange Act, from and "Company Indemnified Parties" for purposes of this Article V) against any and all losses, claims, damages or damages, liabilities (including amounts paid in settlement with the written consent of the Fund) or actions expenses (including the reasonable costs of investigating or proceedings defending any alleged loss, claim, damage, liability or expense and reasonable legal counsel fees incurred in respect thereofconnection therewith) (collectively, "Losses"), to which they the Company Indemnified Parties may become subject (under the Securities Act any statute or regulation, or at common law or otherwise) , insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponLosses: (a) either an arise out of or are based upon any untrue statements of any material fact contained in the registration statement made or prospectus for the Fund or in advertising or sales literature for the Fund (or any amendment or supplement to any of the foregoing), (collectively, "Fund Documents" for the purposes of this Article V), or arise out of or are based upon the omission of to state therein a material fact from required to be stated therein or necessary to make the statements therein not misleading, provided that this indemnity shall not apply as to any Company Indemnified Party if such Registration Statement statement or omission was made in reliance upon and in conformity with was accurately derived from written information furnished to RTI the Fund or its affiliates by or on behalf of Abbott specifically the Company or its affiliates for use in preparation Fund Documents or otherwise for use in connection with the sale of the Registration Statement,Contracts or Fund Shares; or (b) arise out of or result from statements or representations (other than statements or representations contained in and accurately derived from Company Documents) or the failure negligent or wrongful conduct of Abbott to comply ▇▇▇▇▇▇ or persons under their control (including, without limitation, their employees), in connection with the covenants sale or agreements contained in Section 2.6 hereof, distribution of the Fund Shares to the Account; or (c) arise out of or result from any untrue statement of a material fact contained in Company Documents or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such statement or omission was made in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior reliance upon and accurately derived from written information furnished to the pertinent sale Company or sales its affiliates by Abbottor on behalf of the Fund, and Abbott will▇▇▇▇▇▇ or their affiliates; or (d) arise out of or result from any failure by ▇▇▇▇▇▇ to perform the obligations, as incurred, reimburse RTI and such persons for provide the services or furnish the materials required under the terms of this Agreement; (e) arise out of or result from any legal material breach of any representation and/or warranty made by ▇▇▇▇▇▇ in this Agreement or arise out of or result from any other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall material breach of this Agreement by ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale ; or (f) arise out of the Shares failure of the Fund to which such loss relates minus qualify as a "regulated investment company" under Subchapter M of the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Code.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to shall, severally and not jointly, indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott willall Losses, as incurred, reimburse RTI and such persons for any legal arising solely out of or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall based solely upon: (x) ▇▇▇▇▇▇'’▇ cumulative aggregate liability under this Section 3.2failure to comply with the prospectus delivery requirements of the Securities Act or (y) any untrue statement of a material fact contained in any Registration Statement, any Prospectus, or under Section 3.4any form of prospectus, or under Sections 3.2 in any amendment or supplement thereto, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading to the extent, but only to the extent that, (1) such untrue statements or omissions are based solely upon information regarding ▇▇▇▇▇▇ furnished in writing to the Company by ▇▇▇▇▇▇ expressly for use therein, or to the extent that such information relates to ▇▇▇▇▇▇ or ▇▇▇▇▇▇’▇ proposed method of distribution of Registrable Securities and 3.4 togetherwas reviewed and expressly approved in writing by ▇▇▇▇▇▇ expressly for use in the Registration Statement (it being understood that ▇▇▇▇▇▇ has approved Annex A hereto for this purpose), exceed such Prospectus or such form of Prospectus or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(c)(ii)-(v), the use by ▇▇▇▇▇▇ of an outdated or defective Prospectus after the Company has notified ▇▇▇▇▇▇ in writing that the Prospectus is outdated or defective and prior to the receipt by ▇▇▇▇▇▇ of an Advice or an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the Advice or the amended or supplemented Prospectus the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability of ▇▇▇▇▇▇ hereunder be greater in amount than the dollar amount of the net amount proceeds received by Abbott from ▇▇▇▇▇▇ upon the sale of the Shares Registrable Securities giving rise to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-indemnification obligation.

Indemnification by ▇▇▇▇▇▇. Subject to Section 3.03, ------------------------- on and after the Distribution Date, ▇▇▇▇▇▇ agrees to shall indemnify and hold ------------------------- harmless RTI, the New Fluor Group and each of RTI's directors its directors, officers and officers, and each person, if any, who controls RTI within Affiliates (the meaning of the Securities Act or the Exchange Act, "New Fluor Indemnified Parties") from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponagainst: (a) either an all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to, directly or indirectly, any breach of any provisions of this Agreement by ▇▇▇▇▇▇. (b) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement made in or the omission alleged untrue statement of a material fact from concerning the ▇▇▇▇▇▇ Group contained in the Spinoff Registration Documents or the Proxy Statement or any omission or alleged omission to state therein a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (c) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in any report of New Fluor filed prior to the Distribution Date under the Exchange Act, or in any filing made prior to the Distribution Date under the Securities Act by New Fluor, or the omission or alleged omission to state in any such Registration Statement report or filing a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (d) all Loss of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in any report of New Fluor filed after the Distribution Date under the Exchange Act, or in any filing made after the Distribution Date under the Securities Act by New Fluor, or the omission or alleged omission to state in any such report or filing a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that ▇▇▇▇▇▇ shall be liable in any such case only -------- to the extent that any such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any such report or filing in reliance upon and in conformity with written information furnished to RTI New Fluor, its Affiliates or any of their respective representatives by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, its Affiliates or under Section 3.4, any of their respective representatives specifically for use in preparing such report or under Sections 3.2 and 3.4 together, exceed the net amount received filing by Abbott from the sale New Fluor. (e) All Losses of the Shares New Fluor Indemnified Parties relating to, arising out of or due to, directly or indirectly, the ▇▇▇▇▇▇ Business or any other business conducted by the ▇▇▇▇▇▇ Group, whether relating to, arising out of or due to which such loss relates minus occurrences or conditions prior to, on or after the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Distribution Date.

Indemnification by ▇▇▇▇▇▇. Subject to Section 3.03, on and after the Distribution Date, ▇▇▇▇▇▇ agrees to shall indemnify and hold ------------------------- harmless RTI, the New Fluor Group and each of RTI's directors its directors, officers and officers, and each person, if any, who controls RTI within Affiliates (the meaning of the Securities Act or the Exchange Act, "New Fluor Indemnified Parties") from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponagainst: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation all Losses of the Registration Statement, (b) the failure New Fluor Indemnified Parties relating to, arising out of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofdue to, or (c) directly or indirectly, any untrue statement or omission in breach of any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales provisions of this Agreement by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale . (b) all Losses of the Shares New Fluor Indemnified Parties relating to, arising out of or due to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or alleged untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in the Spinoff Registration Documents or the Proxy Statement or any omission or alleged omission. RTI - Reg. Rights Agmt May 2omission to state therein a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (c) all Losses of the New Fluor Indemnified Parties relating to, 2000 -9-arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in any report of New Fluor with respect to any period entirely or partially prior to the Distribution Date required by or filed under the Exchange Act, or any filing made prior to the Distribution Date under the Securities Act by New Fluor, or the omission or alleged omission to state in any such report or filing a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (d) All Losses of the New Fluor Indemnified Parties relating to, arising out of or due to, directly or indirectly, the ▇▇▇▇▇▇ Business or any other business conducted by the ▇▇▇▇▇▇ Group, whether relating to, arising out of or due to occurrences or conditions prior to, on or after the Distribution Date.

Indemnification by ▇▇▇▇▇▇. Subject to Section 3.03, ------------------------- on and after the Distribution Date, ▇▇▇▇▇▇ agrees to shall indemnify and hold ------------------------- harmless RTI, the New Fluor Group and each of RTI's directors its directors, officers and officers, and each person, if any, who controls RTI within Affiliates (the meaning of the Securities Act or the Exchange Act, "New Fluor Indemnified Parties") from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponagainst: (a) either an all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to, directly or indirectly, any breach of any provisions of this Agreement by ▇▇▇▇▇▇. (b) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement made in or the omission alleged untrue statement of a material fact from concerning the ▇▇▇▇▇▇ Group contained in the Spinoff Registration Documents or the Proxy Statement or any omission or alleged omission to state therein a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (c) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement or alleged untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in any report of New Fluor filed prior to the Distribution Date under the Exchange Act, or in any filing made prior to the Distribution Date under the Securities Act by New Fluor, or the omission or alleged omission to state in any such Registration Statement report or filing a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading. (d) all Losses of the New Fluor Indemnified Parties relating to, arising out of or due to any untrue statement of a material fact concerning the ▇▇▇▇▇▇ Group contained in any report of New Fluor filed after the Distribution Date under the Exchange Act, or in any filing made after the Distribution Date under the Securities Act by New Fluor, or the omission or alleged omission to state in any such report or filing a material fact concerning the ▇▇▇▇▇▇ Group required to be stated therein or necessary in order to make the statements therein not misleading; provided, however, that ▇▇▇▇▇▇ shall be liable in any -------- such case only to the extent that any such Losses arise out of or are based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any such report or filing in reliance upon and in conformity with written information furnished to RTI New Fluor, its Affiliates or any of their respective representatives by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, its Affiliates or under Section 3.4, any of their respective representatives specifically for use in preparing such report or under Sections 3.2 and 3.4 together, exceed the net amount received filing by Abbott from the sale New Fluor. (e) All Losses of the Shares New Fluor Indemnified Parties relating to, arising out of or due to, directly or indirectly, the ▇▇▇▇▇▇ Business or any other business conducted by the ▇▇▇▇▇▇ Group, whether relating to, arising out of or due to which such loss relates minus occurrences or conditions prior to, on or after the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Distribution Date.

Indemnification by ▇▇▇▇▇▇. Lessee shall indemnify and hold Lessor harmless from and against all liabilities, obligations, claims, damages, fines, penalties, interest, causes of action, costs and expenses, including attorneys' fees (but excluding any income or excess profits or franchise taxes of Lessor determined on the basis of general income or revenue or any interest or penalties in respect thereof), imposed upon or incurred by or asserted against Lessor or the Demised Premises by reason of the occurrence or existence of any of the following, whether or not resulting from any negligent act or omission of Lessor: ownership of the Demised Premises or any interest therein, or receipt of any rent or other sum therefrom; any accident, injury to or death of persons (including workers) or loss of or damage to property occurring, or claimed to have occurred, on or about the Demised Premises or any part thereof, or any Improvements now or hereafter erected thereon, or the adjoining sidewalks, curbs, vaults or vault spaces, if any, streets or ways, or appurtenances thereto; any use or condition of the Demised Premises or any part thereof, or any Improvements now or hereafter erected thereon, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets or ways, or appurtenances thereto; any failure on the part of Lessee promptly and fully to comply with or perform any of the terms, covenants or conditions of this Lease; or performance of any labor or services or the furnishing of any materials or other property in respect of the Demised Premises or any part thereof. In the case any suit, action or proceeding is brought against Lessor or filed against the Demised Premises or any part thereof by reason of any such occurrence, Lessee, upon ▇▇▇▇▇▇'s request and at ▇▇▇▇▇▇'s expense, shall resist and defend such suit, action or proceeding, or cause the same to be resisted and defended by counsel designated by ▇▇▇▇▇▇ agrees to indemnify and hold ------------------------- harmless RTI, each approved by Lessor. The obligations of RTI's directors and officers, and each person, if any, who controls RTI within Lessee under this Article 14 shall survive the meaning expiration or termination of the Securities Act or the Exchange Act, from and against any losses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Lease Term.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to The Holder shall indemnify and hold ------------------------- harmless RTIthe Company, its directors, officers, agents and employees, each of RTI's directors and officers, and each person, if any, Person who controls RTI the Company (within the meaning of Section 15 of the Securities Act or and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely upon: any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out ofany Prospectus, or are based upon: (a) either an untrue statement made in any amendment or the supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact from such Registration Statement required to be stated therein or necessary to make the statements therein (in reliance upon and the case of any Prospectus or supplement thereto, in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation light of the Registration Statement, circumstances under which they were made) not misleading (bi) to the failure of Abbott extent, but only to comply with the covenants or agreements contained in Section 2.6 hereofextent, or (c) any that such untrue statement or omission is contained in any prospectus information so furnished in writing by the Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii) to the extent, but only to the extent, that is corrected such information relates to the Holder’s information provided in the Selling Shareholder Questionnaire or the proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by the Holder expressly for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus or in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale amendment or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in supplement thereto. In no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under of the selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by the Holder in connection with any claim relating to this Section 3.2, or under Section 3.4, or under Sections 3.2 5 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott the Holder has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-) received by the Holder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees to shall, by acceptance thereof, indemnify and hold ------------------------- harmless RTIWRI, the directors, officers, trustees and partners of WRI, each of RTI's directors and officers, underwriter and each personother Person, if any, who controls RTI within WRI or such underwriter (individually and collectively also the meaning of the Securities Act or the Exchange Act"Indemnified Person"), from and against any lossesliability, claimsjoint or several, damages or liabilities (or actions or proceedings in respect thereof) to which they any such Indemnified Person may become subject (under the Securities Act or otherwise) insofar any other state or at common law, in so far as such losses, claims, damages or liabilities liability (or actions or proceedings in respect thereof) arise arises out ofof or is based upon (i) the disposition by ▇▇▇▇▇▇ of such Registrable Securities in violation of the provisions of this Section 3.5, or are based upon: (aii) either an any alleged untrue statement made of any material fact contained, on the effective date thereof, in any registration statement under which securities were registered under the Securities Act at the request of such holder, any preliminary prospectus or the final prospectus contained therein, or any amendment or supplement thereto, or (iii) any alleged omission of to state therein a material fact from required to be stated therein or necessary to make the statement therein not misleading, in the case of (ii) and (iii) to the extent, but only to the extent, that such Registration Statement alleged untrue statement or alleged omission was made in such registration statement, preliminary or final prospectus, amendment or supplement thereto in reliance upon and in conformity with written information furnished in writing to RTI WRI by or on behalf of Abbott ▇▇▇▇▇▇ specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) therein. ▇▇▇▇▇▇ shall reimburse any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons Indemnified Person for any legal or other expenses reasonably fees incurred in investigating, defending, investigating or preparing to defend defending any such action, proceeding, or claimliability; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been shall not be required to pay by reason of such indemnify any Person against any liability arising from any untrue or allegedly untrue misleading statement or omission contained in any preliminary prospectus if such deficiency is corrected in the final prospectus or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-for any liability which arises out of the failure of any Person to deliver a prospectus as required by the Securities Act.

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees From and after the Closing Date and subject to the provisions of this Article ‎VII, Aeglea shall reimburse, defend, indemnify and hold ------------------------- harmless RTIImmedica and its directors, each of RTI's directors officers, employees, Affiliates, agents, attorneys and officersRepresentatives, and each personof their respective successors and permitted assigns (collectively, if any, who controls RTI within the meaning of the Securities Act or the Exchange Act, “Immedica Indemnified Parties”) harmless from and against any lossesand all Losses incurred, claims, damages resulting or liabilities (arising from or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based uponrelating to: (a) either an untrue statement made in or the omission of a material fact from such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants any representation or agreements warranty of Aeglea contained in Section 2.6 hereofthis Agreement to be true and correct as of the Closing Date (except for any such representation and warranty that addresses matters only as of a specific date, or which representation and warranty shall be true and correct as of such specific date); provided that for purposes of (ci) determining whether any untrue statement failure of a representation or omission warranty to be true and correct has occurred and (ii) calculating the amount of any Losses relating thereto, in each case, the representations and warranties shall be considered and applied without regard to any prospectus reference to materiality, Material Adverse Effect or similar materiality qualification set forth therein; and provided, further, that is corrected if the absence of an asset has resulted in any subsequent prospectus that was delivered a failure of a representation or warranty set forth in ‎Section 4.8(a) to Abbott prior be so true and correct, to the pertinent sale extent that such failure may be cured (in whole or sales in part) by Abbottthe delivery of such asset to Immedica after the Closing (including by the grant of a license if such absent asset was a license), and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate liability under ’s indemnification obligations hereunder may (but without limiting any obligation set forth in this Section 3.2Agreement) be cured to such extent (and only such extent) by delivery of such asset, and the remaining indemnification obligations with respect to such failure (if any) shall be satisfied in accordance with the other provisions of this Article ‎VII; (b) any breach of or under Section 3.4failure to perform any covenant or obligation made or to be performed by Aeglea in this Agreement or in any certificate or other writing delivered pursuant hereto; (c) any Excluded Asset or Excluded Liability (including, or under Sections 3.2 and 3.4 togetherfor the avoidance of doubt, exceed the net amount received by Abbott from the sale in respect of any Person seeking to impose any Excluded Liability on any of the Shares to which such loss relates minus Immedica Indemnified Parties based upon any theory of successor liability or based upon any claim of fraudulent transfer or any other claim alleging that the amount consideration paid in connection with the consummation of the transactions contemplated hereby is insufficient for any damages which Abbott has otherwise been required to pay by reason of such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-reason); and (d) the matters set forth on Schedule ‎7.2(d).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Subsidiary Guarantors in writing such information as the Company and the Subsidiary Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Company, each of RTI's the Subsidiary Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Company and the Subsidiary Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either Losses have resulted solely from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Company and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Subsidiary Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).

Indemnification by ▇▇▇▇▇▇. ▇▇▇▇▇▇ agrees In connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus in which a Holder is participating, such Holder shall furnish to the Company and the Guarantors in writing such information as the Company and the Guarantors reasonably request for use in connection with any Registration Statement, Prospectus or form of prospectus, any amendment or supplement thereto, or any preliminary prospectus and shall indemnify and hold ------------------------- harmless RTIthe Company, each of RTI's the Guarantors, their respective directors and officers, and each personPerson, if any, who controls RTI the Company and the Guarantors (within the meaning of Section 15 of the Securities Act or and Section 20(a) of the Exchange Act), and the directors, officers and partners of such controlling persons, to the fullest extent lawful, from and against all Losses arising out of or based upon any lossesuntrue statement or alleged untrue statement of a material fact contained in any Registration Statement, claimsProspectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, damages or liabilities (any omission or actions alleged omission to state therein a material fact required to be stated therein or proceedings necessary to make the statements therein, in respect thereof) to the light of the circumstances under which they may become subject (under were made, not misleading to the Securities Act or otherwise) insofar as extent, but only to the extent, that such losseslosses are finally judicially determined by a court of competent jurisdiction in a final, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon: (a) either unappealable order to have resulted from an untrue statement made in or the alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by such Registration Statement in reliance upon Holder to the Company and in conformity with written information furnished to RTI by or on behalf of Abbott specifically the Guarantors expressly for use in preparation of therein. Notwithstanding the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereofforegoing, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott, and Abbott will, as incurred, reimburse RTI and such persons for any legal or other expenses reasonably incurred in investigating, defending, or preparing to defend any such action, proceeding, or claim; provided, however, that in no event shall ▇▇▇▇▇▇'▇ cumulative aggregate the liability under this Section 3.2, or under Section 3.4, or under Sections 3.2 and 3.4 together, exceed the net amount received by Abbott from the sale of the Shares to which such loss relates minus the amount of any damages which Abbott has otherwise been required to pay by reason of selling Holder be greater in amount than such untrue or allegedly untrue statement or omission or alleged omission. RTI - Reg. Rights Agmt May 2, 2000 -9-Holder’s Maximum Contribution Amount (as defined below).