Common use of Indemnification; Contribution Clause in Contracts

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, to indemnify and hold harmlessharmless each Holder of Registrable Securities, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officersthe Affiliates, directors, employees officers, employees, members, managers and controlling Personsagents of each such Holder and each Person who controls any such Holder within the meaning of either the Securities Act or the Exchange Act, if anyto the fullest extent permitted by applicable law, in any offering or sale of the Registrable Shares, from and against any and all losses, claims, damages damages, liabilities, expenses and actions to which they or any of them may become subject insofar as such losses, claims, damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any registration statementamendment thereof, or the Disclosure Package, or any preliminary preliminary, final or final prospectus contained thereinsummary Prospectus or Free Writing Prospectus included in any such Registration Statement, or in any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement (in light of the circumstances under which they were made) not misleading, and agrees to reimburse each Amneal Group Member shallsuch indemnified party, and it hereby agrees toas incurred, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, damage, liability, expense or action (whether or not the indemnified party is a party to any proceeding); provided, however, that the Company will not be liable in each any case only to the extent that any such loss, claim, damage, liability or expense arises (i) out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission was made therein in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company by or on behalf of any such Holder specifically for inclusion therein including, without limitation, any notice and questionnaire, or (ii) out of sales of Registrable Securities made during a Suspension Period after notice is given pursuant to Section 1(f)(ii) hereof. This indemnity clause will be in writing addition to any liability which the Company may otherwise have. (b) Each Holder severally (and not jointly) agrees to indemnify and hold harmless the Company and each of its Affiliates, directors, employees, members, managers and agents and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act, to the fullest extent permitted by the Amneal Group Member applicable law, from and against any and all losses, claims, damages or its Representative expressly for use therein that is the liabilities to which they or any of them may become subject insofar as such losses, claims, damages or liabilities arise out of the or are based upon any untrue statement or omissionalleged untrue statement of a material fact contained in a Registration Statement as originally filed or in any amendment thereof, or in the Disclosure Package or any Holder Free Writing Prospectus, preliminary, final or summary Prospectus included in any such Registration Statement, or in any amendment thereof 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 (in the case of the Disclosure Package, or any preliminary, final or summary Prospectus or Free Writing Prospectus included in any such Registration Statement, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that any such untrue statement or alleged untrue statement or omission or alleged omission is contained in any written information relating to such Holder furnished to the Company by or on behalf of such Holder specifically for inclusion therein, including, without limitation, any notice and questionnaire; provided, however, that the liability of each Amneal Group Member hereunder total amount to be indemnified by such Holder pursuant to this Section 5(b) shall be limited to an amount equal to the dollar amount of the net proceeds (after deducting underwriters’ discounts and commissions) received by such Amneal Group Member from Holder in the sale of Registrable Shares sold by offering to which such Amneal Group Member pursuant Registration Statement, Disclosure Package, Prospectus or Holder Free Writing Prospectus relates. This indemnity clause will be in addition to any liability which any such registration statement or prospectusHolder may otherwise have. (c) Amneal Group Promptly after receipt by an indemnified party under this Section 5 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 5, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under paragraph (a) or (b) above except to the extent such action and such failure materially prejudices the indemnifying party; and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in paragraph (a) or (b) above. The indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, except as provided in the next sentence, after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), but the indemnified party shall bear the reasonable fees, costs and expenses of such separate counsel unless (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the Company agree indemnifying party and the indemnified party shall have reasonably concluded that ifthere may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action; or (iv) the indemnifying party shall authorize the indemnified party in writing to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any reasonlocal counsel) for all indemnified parties unless the use of only one firm of attorneys would be inappropriate due to a conflict of interest in the reasonable judgment of the indemnified party. An indemnifying party shall not be liable under this Section 5 to any indemnified party regarding any settlement or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnification provisions contemplated indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent is consented to in writing by such indemnifying party, which consent shall not be unreasonably withheld or delayed. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise if any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement or compromise (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding, (ii) does not involve the imposition of equitable remedies or the imposition of any obligations on such indemnified party, and does not otherwise adversely affect such indemnified party, other than as a result of the imposition of financial obligations for which such indemnified party will be indemnified hereunder and (iii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) In the event that the indemnity provided in Section 5.8(a5(a) or Section 5.8(b5(b) are above is held by a court of competent jurisdiction to be unavailable to or are insufficient to hold harmless an indemnified party in with respect of to any Claims loss, claim, damage, liability, expense or action referred to thereinherein, then each applicable indemnifying party shall agrees to contribute to the amount paid aggregate losses, claims, damages and liabilities (including, without limitation, legal or payable by other expenses reasonably incurred in connection with investigating or defending same) (collectively, “Losses”) to which such indemnified indemnifying party as a result of such Claims may be subject in such proportion as is appropriate to reflect the relative benefits received from the offering of the Securities, as applicable, and relative fault of the indemnifying party, party on the one hand, hand and the indemnified party, party on the other handin connection with the statements or omissions which resulted in such losses, with claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefit received by the Company shall be deemed to be equal to the applicable offering total value received or proposed to be received (after deducting expenses) by the Company pursuant to the sale of securitiesSecurities in an offering, if any. The relative benefit received by the Holders shall be deemed to be equal to the total value received or proposed to be received (after deducting expenses) by the Holders of Securities in an offering, if any. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such the indemnifying party on the one hand or by such the indemnified party, party on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c5(d) were to be determined by pro rata allocation (even if the Holders of Registrable Securities or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in the preceding sentences of this Section 5.8(c5(d). The amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 5(d) shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding action or claim. No Notwithstanding the provisions of this Section 5(d), no Person guilty of fraud or fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraud or fraudulent misrepresentation. Notwithstanding For purposes of this Section 5, each Person who controls any Holder of Registrable Securities, agent or underwriter within the foregoingmeaning of either the Securities Act or the Exchange Act and each director, no Amneal Group Member officer, employee and agent of any such Holder, agent or underwriter shall be liable have the same rights to contribute any amount in excess contribution as such Holder, agent or underwriter, and each Person who controls the Company within the meaning of either the Securities Act or the Exchange Act and each officer and director of the dollar amount equal Company shall have the same rights to contribution as the Company, subject in each case to the sum applicable terms and conditions of this Section 5(d). (ie) the net proceeds received The provisions of this Section 5 will remain in full force and effect, regardless of any investigation made by such Amneal Group Member from the sale or on behalf of any Holder of Registrable Shares sold by such Amneal Group Member pursuant Securities or the Company or any of the officers, directors or controlling Persons referred to such registration statement or prospectusin this Section 5, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in and will survive the case transfer of fraud or willful misconduct)Registrable Securities.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any securities of the Company under the Securities Act, the Company shallwill, and it hereby agrees todoes, indemnify and hold harmlessharmless in the case of any registration statement filed pursuant to Section 2 or 3, or cause to be indemnified the holder of any Registrable Securities covered by such registration statement, its directors and held harmlessofficers, each Amneal Group Member officer and its respective officersdirector of each underwriter, directors, employees each other person who participates as an underwriter in the offering or sale of such securities and controlling Personseach other person, if any, in who controls such holder or any offering or sale such underwriter within the meaning of the Registrable Shares, Securities Act against any losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party holder or any such director or officer or participating or controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings or investigations in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the Securities Act, or any preliminary or prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyy) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each Amneal Group Member shallsuch director, officer, participating person and it hereby agrees to, reimburse the Company controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; PROVIDED, HOWEVER, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in each any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing through an instrument duly executed by the Amneal Group Member such sellers or its Representative expressly their underwriters specifically stating that it is for use therein that is in the subject preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and PROVIDED THAT (i) the untrue statement or omission; providedobligation to provide indemnification pursuant to this Section 6(b) shall be several, howeverand not joint and several, that among such sellers and (ii) the liability of each Amneal Group Member seller hereunder shall be limited to an amount the proportion of any such loss, claim, damage, liability or expense which is equal to the dollar amount proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Amneal Group Member seller from the sale of Registrable Shares sold Securities covered by such Amneal Group Member pursuant to registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any such registration statement director, officer or prospectuscontrolling person and shall survive the transfer of such securities by such sellers. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice of the commencement of any Claims action or proceeding involving a claim referred to thereinin the preceding subdivisions of this Section 6, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; PROVIDED, HOWEVER, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such Claims in failure to give notice. In case any such proportion as action is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the brought against an indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toentitled to participate in and to assume the defense thereof, among jointly with any other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and . After notice from the parties’ relative intent, knowledge, access indemnifying party to information and opportunity such indemnified party of its election so to correct or prevent such statement or omission. If, howeverassume the defense thereof, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute not be liable to the amount paid or payable by such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in such proportion connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as is appropriate to reflect not only such relative faultsaforesaid, but also the relative benefits of (ii) the indemnifying party and the indemnified party, as well as party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other relevant equitable considerationsperson represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). The parties hereto agree that it would not be just and equitable if contributions pursuant No indemnifying party will consent to this Section 5.8(c) were to be determined by pro rata allocation entry of any judgment or by enter into any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party of a release from all liability in connection respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with investigating such consent or defending if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such action, proceeding settlement or claim. No Person guilty judgment. (d) Indemnification similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of fraudulent misrepresentation (within the meaning Registrable Securities with respect to any required registration or other qualification of Section 11(f) of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the Company The Corporation shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, each Amneal Group Member harmless Gotham and its Controlled Affiliates, the Loan Bank and their respective directors, officers, employees and Controlling Persons, if any, and each underwriter, its partners, directors, officers, employees and controlling Persons, if any, in any offering or sale of the Registrable Shares, against any losses, claims, damages or liabilities liabilities, actions or proceedings (whether commenced or threatened) in respect thereof and expenses (including reasonable fees of counselattorneys' fees) (collectively, “Claims”), "CLAIMS") to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company Corporation as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company Corporation shall, and it hereby agrees to, reimbursereimburse periodically Gotham and its Controlled Affiliates, upon request, each the Loan Bank or any such Amneal Group Member underwriter for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; providedPROVIDED, howeverHOWEVER, that the Company Corporation shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) such Person in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information information furnished to the Company in writing Corporation by such Amneal Group Member Person or on behalf any underwriter or representative of such Amneal Group Member by any Representative of the Amneal Group Member, Person expressly for use therein, or by such Person's failure to furnish the Corporation, promptly upon request, with the information with respect to such Person, or any underwriter or representative of such Person, or such Person's intended method of distribution, that is the subject of the untrue statement or omissionomission or if the Corporation shall sustain the burden of proving that such Person or such underwriter sold securities to the Person alleging such Claims without sending or giving, at or prior to the written confirmation of such sale, a copy of the applicable prospectus (excluding any documents incorporated by reference therein) or of the applicable prospectus, as then amended or supplemented (excluding any documents incorporated by reference therein), if the Corporation had previously furnished copies thereof to Gotham, the Loan Bank or such underwriter, and such prospectus corrected such untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement. (b) In Each of Gotham, the event any Registrable Shares are included in applicable Founders and the Loan Bank shall separately (i.e., not on a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, joint or severable basis) (i) indemnify and hold harmless the Company Corporation, its directors, officers, employees, Affiliates and Controlling Persons, if any, and each underwriter, its partners, officers, directors, employees and controlling Controlling Persons, if any, in any offering or sale of its Registrable Shares Shares, against any Claims to which each such indemnified party may become subject, insofar as and only to the extent that such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing Corporation by Gotham, the Amneal Group Member applicable Founders or its Representative the Loan Bank, as the case may be, expressly for use therein that is therein, and (ii) reimburse the subject of Corporation for any legal or other out-of-pocket expenses reasonably incurred by the untrue statement Corporation in connection with investigating or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by defending any such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusClaim. (c) Amneal Group Promptly after receipt by an indemnified party under Section 5.6(a) or Section 5.6(b) of written notice of the commencement of any action or proceeding for which indemnification under Section 5.6(a) or Section 5.6(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party in respect of such action or proceeding hereunder unless the indemnifying party was materially prejudiced by such failure of the indemnified party to give such notice, and in no event shall such omission relieve the indemnifying party from any other liability it may have to such indemnified party. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to as sume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; PROVIDED, HOWEVER, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within 20 days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction) and the Company indemnifying party shall be liable for any expenses therefor (including any such reasonable counsel's fees). If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel for each indemnified party with respect to such claim. The indemnifying party will not be subject to any liability for any settlement made without its consent, which consent shall not be unreasonably withheld or delayed. No indemnifying party shall, without the prior written consent of the indemnified party, compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 5.6(a) or Section 5.6(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, does not subject the indemnified party to any material injunctive relief or other material equitable remedy and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. (d) Gotham, the applicable Founders, the Loan Bank and the Corporation agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(aSections 5.6(a) or Section 5.8(b5.6(b) hereof are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of of, the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable such offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first second preceding sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c5.6(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c5.6(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.95.6(c) hereof) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In The Company agrees to indemnify, to the event any extent permitted by law, each holder or seller of Registrable Shares are included in a registration statement contemplated by this Agreement, Securities and each Person that controls (within the Company shallmeaning of the Securities Act and the Exchange Act) such holder or seller, and it hereby agrees totheir respective stockholders, indemnify and hold harmless, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, directors, employees partners, employees, agents and controlling Persons, if any, in any offering or sale of the Registrable Shares, Affiliates against any all losses, claims, damages damages, liabilities (or liabilities actions or proceedings, whether commenced or threatened, in respect thereof and whether or not such indemnified party is a party thereto), joint or several, and expenses, including attorneys’ fees and disbursements and expenses (including reasonable fees of counsel) investigation (collectively, “ClaimsLosses”), arising out of, based upon, relating to which each such indemnified party may become subject, insofar as such Claims (including or resulting from any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or any preliminary prospectus or final summary prospectus contained therein, related thereto or any amendment thereof or supplement thereto, thereto (or any document incorporated by reference thereinin any of the foregoing) (collectively, or arise out of or are based upon “Offering Documents”), any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances in which they were made, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented violation or alleged violation by the Company of any applicable federal or state securities law or any rule or regulation promulgated thereunder, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein. In connection with an underwritten offering, the Company shall indemnify such underwriters, their stockholders, officers, directors, partners, employees, agents and Affiliates and each Person who controls (within the meaning of the Securities Act and the Exchange Act) such underwriters to the same extent as provided above with respect to the indemnification of the holders or sellers of Registrable Securities. (b) In connection with any registration statement filed by the Company pursuant to Section 1 or Section 2 hereof in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with investigating or defending any such Claimsregistration statement or prospectus and, to the extent permitted by law, shall, on a several and not joint basis, indemnify the Company, its stockholders, directors, officers, partners, employees, agents and Affiliates and each Person who controls (within the meaning of the Securities Act and the Exchange Act) the Company against any Losses arising out of, based upon, relating to or resulting from any untrue or alleged untrue statement of material fact contained in each case any Offering Documents or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in reliance upon and in conformity with the Required Amneal Group Member Information any writing furnished to the Company in writing by the Amneal Group Member or its Representative such holder expressly for use therein therein; provided however that is the subject of the untrue statement or omission; provided, however, that the such liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar net amount of the net proceeds received by such Amneal Group Member holder from the sale of Registrable Shares sold by such Amneal Group Member Securities pursuant to such registration statement or prospectusstatement. (c) Amneal Group Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not actually prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment (x) a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or (y) such indemnified party has one or more defenses to such claim that are not available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party at such indemnifying party’s own expense. If such defense is assumed, the indemnifying party shall not settle such claim unless the indemnified party is released and discharged of any and all liability. Whether or not such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim. (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any stockholder, officer, director, employee, partner, agent or Affiliate or controlling (within the meaning of the Securities Act and the Company agree that if, for any reason, Exchange Act) Person of such indemnified party and shall survive the transfer of securities. (e) If the indemnification provisions contemplated required by this Section 5.8(a) or Section 5.8(b) are 6 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims Losses referred to thereinin this Section 6: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such Losses, as well as any other relevant equitable considerations. If the allocation provided by clause (i) is not permitted by applicable law, then the allocation shall be in such proportion as shall be appropriate to reflect the relative benefits received by the Company, on the one hand, and the indemnified partysuch prospective sellers, on the other hand, with respect from their sale of Registrable Securities; provided that the relative benefits received by the prospective sellers shall be deemed not to exceed the applicable offering of securitiesnet proceeds received by such sellers. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionviolation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of Losses shall be deemed to include, subject to the limitations set forth in Section 6(a) and Section 6(b), any legal or other fees or expenses reasonably incurred by such indemnified party in such connection with any investigation or proceeding. The obligations, if any, of the selling holders to contribute as provided in this Section 6(e) are several in proportion as is appropriate to reflect not only such relative faults, but also the relative benefits value of the indemnifying party their respective Registrable Securities covered by such registration statement and the indemnified partynot joint. In addition, as well as no Person shall be obligated to contribute hereunder any other relevant equitable considerations. amounts in payment for any settlement of any action or Loss effected without such Person’s consent, which shall not be unreasonably withheld. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c6(e) were to be determined solely by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 6(e)(i); provided, however, that with respect to any pro rata allocation, the preceding sentences holders of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above Registrable Securities included in any such registration shall be deemed to include (subject to have only received the limitations set forth net proceeds from such holders’ sales of Registrable Securities in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimregistration. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In The Dealer Manager will indemnify, defend (subject to Section 4 of the event any Registrable Shares are included in a registration statement contemplated by this Dealer Manager Agreement, the Company shall, and it hereby agrees to, indemnify ) and hold harmlessharmless the Wholesaler, or cause to be indemnified its affiliates and held harmless, each Amneal Group Member and its their respective officers, directors, employees shareholders, members, partners, other equity-holders and controlling Personscontrol persons (collectively, if anythe “Other Indemnified Parties”), in any offering or sale of the Registrable Shares, from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Wholesaler, its affiliates or their respective Other Indemnified Parties may become subject under the Securities Act or the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Dealer Manager, any breach of a covenant or agreement contained herein of the Dealer Manager, or any failure by the Dealer Manager to comply with state or federal securities law applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, the information relating to the Dealer Manager that appears in the Dealer Manager Sections of the Prospectus or any amendment or supplement thereto, or any document incorporated by reference thereinthereof, or arise out of or are based upon any the omission or alleged omission to state therein in the Dealer Manager Sections a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, ; and (iii) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Company shall, Offered Shares by the Dealer Manager. The Dealer Manager will reimburse the Wholesaler and it hereby agrees to, reimburse, upon request, each such Amneal Group Member its Other Indemnified Parties for any legal or other out-of-pocket expenses reasonably incurred by such Wholesaler, its affiliates and documented by them their respective Other Indemnified Parties in connection with investigating or defending such loss, claim, damage, liability or action. (b) The Wholesaler will indemnify, defend and hold harmless the Dealer Manager, the Company and their respective Other Indemnified Parties, from and against any losses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof), to which the Dealer Manager, the Company and any of their respective Other Indemnified Parties may become subject under the Securities Act or the Exchange Act, or otherwise, insofar as such Claimslosses, claims (including the reasonable costs of investigation and legal fees), damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any inaccuracy in or breach of a representation or warranty contained herein by the Wholesaler, any breach of a covenant or agreement contained herein of the Wholesaler, or any failure by the Wholesaler to comply with state or federal securities laws applicable to the Offering; and (ii) any unauthorized use of sales materials or use of unauthorized verbal representations concerning the Shares by the Wholesaler. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party (i) will not relieve it from liability under this Section 8 unless and to the extent it did not otherwise learn of such action and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in this Agreement. The indemnifying party shall be entitled to appoint counsel of the indemnifying party’s choice at the indemnifying party’s expense to represent the indemnified party in any action for which indemnification is sought (in which case the indemnifying party shall not thereafter be responsible for the fees and expenses of any separate counsel retained by the indemnified party or parties except as set forth below); provided, however, that such counsel shall be subject to approval by the Company indemnified party, not to be unreasonably withheld or delayed. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ and select separate counsel (including local counsel), subject to approval by the indemnifying party not to be unreasonably withheld or delayed, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel for the indemnified party (subject to approval by the indemnified party not to be liable unreasonably withheld or delayed) to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. An indemnifying party may settle or compromise or consent to the entry of any judgment with respect to any Amneal Group Member (pending or its officersthreatened claim, directorsaction, employee and controlling Personssuit or proceeding in respect of which indemnification or contribution may be sought hereunder but may not do so without the prior written consent of the indemnified parties, if any) in any unless such case to the extent that any such Claims arise settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omissionproceeding. (bd) In If the event any Registrable Shares are included right to indemnification provided for in this Section 8 would by its terms be available to a registration statement contemplated by this Agreementperson hereunder, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required but is held to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented unavailable by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject a court of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus. (c) Amneal Group and the Company agree that if, competent jurisdiction for any reason, the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party as a result of such Claims Losses and expenses in respect thereof, as incurred, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, Dealer Manager and the indemnified partyWholesaler, on as applicable, in connection with the statements, omissions or other handcircumstances which resulted in such Losses or expenses, with respect to the applicable offering of securitiesas well as any other relevant equitable considerations. The relative fault of such indemnifying party the Dealer Manager and indemnified party the Wholesaler, as applicable, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, and access to information and opportunity to correct or prevent such statement or omissioninformation. If, however, the allocation in the first sentence of this Section 5.8(c) It is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree understood that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c8(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into account of the equitable considerations referred to above in this Section 8(d). Notwithstanding the preceding sentences provisions of this Section 5.8(c8(d). The , the Dealer Manager shall not be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject to total price of the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred Offering Shares sold by such indemnified party in connection with investigating or defending any such action, proceeding or claimit. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoingFor purposes of this Section 8(d), no Amneal Group Member shall be liable to contribute any amount in excess each Other Indemnified Party affiliate of the dollar amount equal Dealer Manager shall have the same rights to contribution as the sum Dealer Manager and each Other Indemnified Party of (i) the net proceeds received by such Amneal Group Member from Wholesaler shall have the sale of Registrable Shares sold by such Amneal Group Member pursuant same rights to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in contribution as the case of fraud or willful misconduct)Wholesaler.

Indemnification; Contribution. (a) In the event connection with any registration of Registrable Shares are included in a registration statement contemplated by this AgreementSecurities pursuant to Section 6.01 or Section 6.02 hereof, the Company shall, and it hereby agrees to, to indemnify and hold harmless, or cause to be indemnified and held harmlessthe fullest extent permitted by Law, each Amneal Group Member and its respective officersParticipating Stockholder, their Affiliates, directors, employees officers and controlling Persons, if any, in any offering or sale stockholders and each Person who controls each such Participating Stockholder within the meaning of either Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act (collectively, the “Indemnified Persons”) against any and all losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses several (including reasonable fees of counselattorneys’ fees) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including caused by any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them used in connection with investigating the Registrable Securities or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statementIssuer FWP, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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, in the light of the circumstances under which they were made) not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse ; provided that the Company will not be required to indemnify any Indemnified Persons for any legal losses, claims, damages, liabilities or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending resulting from any such Claims, in each case only to the extent that such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance upon on and in conformity with the Required Amneal Group Member Information any information with respect to any Indemnified Person furnished to the Company in writing by the Amneal Group Member or its Representative a Participating Stockholder expressly for use therein that is therein. In connection with an underwritten offering, the subject Company will indemnify each Underwriter, the officers and directors of such Underwriter, and each Person who controls such Underwriter (within the meaning of either the Securities Act or the Exchange Act) to the same extent as provided above with respect to the indemnification of the untrue statement or omissionParticipating Stockholders; provided, however, provided that such Underwriter agrees to indemnify the liability of each Amneal Group Member hereunder shall be limited to an amount equal Company to the dollar amount same extent as provided below with respect to the indemnification of the net proceeds received Company by the Participating Stockholders. (b) In connection with any Registration Statement, preliminary or final prospectus or Issuer FWP, each Participating Stockholder, severally and not jointly. agrees to indemnify the Company, the Directors, its officers who sign such Registration Statement and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from the Company to the Participating Stockholders, but only with respect to information with respect to any Indemnified Person furnished to the Company in writing by such Amneal Group Member from the sale of Registrable Shares sold by Participating Stockholder expressly for use in such Amneal Group Member pursuant to such registration statement Registration Statement, preliminary or final prospectus, or Issuer FWP. (c) Amneal Group In case any proceeding (including any governmental investigation) will be instituted involving any Person in respect of which indemnity may be sought pursuant to Section 6.08(a) or (b), such Person (hereinafter called the “indemnified party”) will promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing and the Company agree indemnifying party, upon request of the indemnified party, will retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and will pay the fees and disbursements of such counsel related to such proceeding; provided that iffailure to so notify an indemnifying party shall not relieve it from any liability which it may have hereunder, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In any such proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party will have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party will have been advised in writing by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them. It is understood that the indemnifying party will not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all such indemnified parties, and that all such reasonable fees and expenses will be reimbursed as they are incurred. In the case of the retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any reasonsettlement of any proceeding effected without its written consent, but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnification provisions contemplated indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by Section 5.8(a) reason of such settlement or Section 5.8(b) are unavailable to or are insufficient to hold harmless judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 6.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 15 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party will not have reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement is of a claim for monetary damages only, such claim has been settled by the payment of money only and such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (d) If the indemnification provided for in this Section 6.08 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 6.08, then each the indemnifying party shall party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified party in connection with the actions that resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall will be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been made by, or relates to information supplied by by, such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above will be deemed to include, subject to the limitations set forth in Section 6.08(c), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (e) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c6.08(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c6.08(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. . (f) Notwithstanding the foregoingprovisions of this Section 6.08, no Amneal Group Member Participating Stockholder shall be liable required to contribute make any indemnification or contribution payment, in the aggregate, in any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from Participating Stockholder with respect to the sale Registrable Securities. (g) If indemnification is available under this Section 6.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 6.08(a) and (b) without regard to the relative fault of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement said indemnifying party or prospectus, minus indemnified party or any other equitable consideration provided for in Section 6.08(d) or (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconducte).

Indemnification; Contribution. (a) In the event of any registration of any of the Registrable Shares are included in a registration statement contemplated by Securities under the Securities Act pursuant to this Agreement, the Company shall, and it hereby agrees to, will indemnify and hold harmlessharmless the seller of such Registrable Securities, or cause to be indemnified and held harmlessits directors and officers, each Amneal Group Member underwriter of such Registrable Securities, and its respective officers, directors, employees and controlling Personseach other person, if any, who controls such seller or underwriter within the meaning of the Securities Act or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or Blue Sky laws or otherwise, in so far as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any offering Registration Statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or sale final prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, and any document incorporated therein by reference or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof. In the event of any registration of any of the Registrable SharesSecurities under the Securities Act pursuant to this Agreement, each seller of Registrable Securities, severally and not jointly, will indemnify and hold harmless the Company, each of its directors, and officers and each underwriter (if any) and each person, if any, who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelyliabilities, “Claims”)joint or several, to which each the Company, such indemnified party directors and officers, underwriters or controlling person may become subjectsubject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such Claims losses, claims, damages or liabilities (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statementRegistration Statement under which such Registrable Securities were registered under the Securities Act, or any preliminary prospectus or final prospectus contained thereinin the Registration Statement, or any amendment or supplement thereto, or any document incorporated by reference thereinto the Registration Statement, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse if the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information information furnished in writing to the Company in writing by the Amneal Group Member or its Representative expressly on behalf of such seller, specifically for use therein that is in connection with the subject preparation of the untrue statement such Registration Statement, prospectus, amendment or omissionsupplement; provided, however, that the liability obligations of each Amneal Group Member such seller hereunder shall be limited to an amount equal to the dollar amount net proceeds to such seller from Registrable Securities sold as contemplated herein. Each party entitled to Indemnification under this Section 5 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providing, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement. The Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus. (c) Amneal Group and the Company agree that if, for any reason, Indemnifying Party. If the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are provided for herein is unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to thereinIndemnified Party hereunder, then each indemnifying party Indemnifying Party shall contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of such Claims the losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to herein in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnifying Party on the one hand, hand and the indemnified party, Indemnified Party on the other handin connection with the statements, with respect to the applicable offering of securitiesomissions, actions, or inactions which resulted in such losses, claims, damages or liabilities. The relative fault of such indemnifying party the Indemnifying Party and indemnified party the Indemnified Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Indemnifying Party or the Indemnified Party, any action or inaction by any such indemnifying party or by such indemnified party, and the parties’ ' relative intent, knowledge, access to information information, and opportunity to correct or prevent such statement or statement, omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claiminaction. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action, suit, proceeding, investigation, or threat thereof with respect to which a claim for contribution may be made against an Indemnifying Party hereunder, such Indemnified Party shall, if a claim for contribution in respect thereto is to be made against an Indemnifying Party, give written notice to the Indemnifying Party of the commencement thereof (if the notice specified herein has not been given with respect to such action); provided, however, that the failure to so notify the Indemnifying Party shall not relieve it from any obligation to provide contribution which it may have to any Indemnified Party hereunder, except to the extent that the Indemnifying Party is actually prejudiced by the failure to give notice. The parties hereto agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method of allocation which does not take account of equitable considerations referred to herein. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the foregoingprovisions of this Section 5, no Amneal Group Member contribution by any seller of Registerable Securities shall be liable to contribute any limited in amount in excess of the dollar amount equal to the sum net amount of (i) the net proceeds received by such Amneal Group Member seller from the sale of Registrable Shares sold by such Amneal Group Member Registerable Securities pursuant to such registration statement Registration Statement. If indemnification is available hereunder, the Indemnifying Parties shall indemnify each Indemnified Party to the fullest extent provided herein, without regard to the relative fault of said Indemnifying Party or prospectus, minus (ii) Indemnified Party or any amounts paid other equitable consideration provided for herein. The provisions hereof shall be in addition to any other rights to indemnification or payable by such Amneal Group Member contribution which any Indemnified Party may have pursuant to Section 5.8(b) (except law or contract, shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Party, and shall survive the case transfer of fraud or willful misconduct)securities by any such party.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any securities of the Company under the Securities Act, the Company shallwill, and it hereby agrees todoes, indemnify and hold harmlessharmless in the case of any registration statement filed pursuant to Section 2 or 3, or cause to be indemnified the holder of any Registrable Securities covered by such registration statement, its directors and held harmlessofficers, each Amneal Group Member officer and its respective officersdirector of each underwriter, directors, employees each other person who participates as an underwriter in the offering or sale of such securities and controlling Personseach other person, if any, in who controls such holder or any offering or sale such underwriter within the meaning of the Registrable Shares, Securities Act against any losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party holder or any such director or officer or participating or controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings or investigations in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the Securities Act, or any preliminary or prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyy) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each Amneal Group Member shallsuch director, officer, participating person and it hereby agrees to, reimburse the Company controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in each any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing through an instrument duly executed by the Amneal Group Member such sellers or its Representative expressly their underwriters specifically stating that it is for use therein that is in the subject preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the untrue statement Company or omission; providedany such director, howeverofficer or controlling person and shall survive the transfer of such securities by such sellers. Anything contained herein to the contrary notwithstanding, that the maximum liability of each Amneal Group Member hereunder prospective seller in the case of each prospective seller shall be limited to an amount equal to the dollar amount of the net proceeds actually received by such Amneal Group Member prospective seller from the sale of such Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusSecurities. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice of the commencement of any Claims action or proceeding involving a claim referred to thereinin the preceding subdivisions of this Section 6, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's rights are prejudiced, or liabilities and obligations under this Section 6 are increased, as a result of such Claims in failure to give notice. In case any such proportion as action is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the brought against an indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toentitled to participate in and to assume the defense thereof, among jointly with any other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and . After notice from the parties’ relative intent, knowledge, access indemnifying party to information and opportunity such indemnified party of its election so to correct or prevent such statement or omission. If, howeverassume the defense thereof, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute not be liable to the amount paid or payable by such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in such proportion connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as is appropriate to reflect not only such relative faultsaforesaid, but also the relative benefits of (ii) the indemnifying party and the indemnified party, as well as party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other relevant equitable considerationsperson represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). The parties hereto agree that it would not be just and equitable if contributions pursuant No indemnifying party will consent to this Section 5.8(c) were to be determined by pro rata allocation entry of any judgment or by enter into any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party of a release from all liability in connection with investigating respect to such claim or defending litigation. The indemnifying party shall not be liable for any such action, settlement of any proceeding or claim. No Person guilty of fraudulent misrepresentation (within effected without the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty written consent of such fraudulent misrepresentation. Notwithstanding indemnifying party (which consent shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the foregoingplaintiff, no Amneal Group Member shall be liable the indemnifying party agrees to contribute indemnify each indemnified party from and against any amount in excess loss or liability by reason of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement settlement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)judgment.

Indemnification; Contribution. (a) In The Company agrees to indemnify, to the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmlessapplicable law, each Amneal Group Member and Holder of Registrable Securities, its respective officers, directors, employees employees, agents and controlling Persons, if any, in any offering or sale Affiliates and each Person that controls such Holder (within the meaning of the Registrable Shares, Securities Act) against any all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable attorneys’ fees and expenses, and expenses of counsel) (collectively, “Claims”investigation), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise arising out of or are based upon an resulting from any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or any preliminary or final prospectus contained therein, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law (or any rule or regulation promulgated under any applicable state securities law), except insofar as the same are contained in any information furnished in writing to the Company by such Holder expressly for use therein or by such Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto (to the extent such delivery is required) after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with investigating an Underwritten Offering, the Company shall indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities. (b) To the extent permitted by applicable law, each Holder shall indemnify the Company, its directors, officers, employees, agents and Affiliates and each Person that controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including attorneys’ fees and expenses, and expenses of investigation) arising out of or defending resulting from any such Claimsuntrue or alleged untrue statement of material fact contained in the registration statement, in each case prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement omission is contained in any information or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information affidavit so furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omissionsuch Holder; provided, however, provided that the liability of obligation to indemnify shall be individual, not joint and several, for each Amneal Group Member hereunder Holder and shall be limited to an amount equal to the dollar net amount of the net proceeds received by such Amneal Group Member Holder from the sale of Registrable Shares sold by such Amneal Group Member Securities pursuant to such registration statement or prospectusstatement. In connection with an Underwritten Offering, each Holder shall provide customary indemnification to the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act). (c) Amneal Group Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the Company agree indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would in the reasonable judgment of the indemnified party present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and, based on advice of counsel to the indemnified party, the indemnified party shall have legal defenses available to it and/or other indemnified parties that ifare inconsistent with or in addition to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after written notice of the institution of such action has been delivered to the indemnifying party; or (iv) the indemnifying party shall have requested the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. If such defense is assumed, the indemnifying party shall not be subject to any liability for any reasonsettlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise that does not include as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party, of a release from all liability in respect of such claim or litigation. (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the Transfer of Registrable Securities. (e) If the indemnification provisions contemplated required by this Section 5.8(a) or Section 5.8(b) are 6 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 6: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any violation referred to in this Section 6 has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionviolation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 6(a) and Section 6(b), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c6(e) were to be determined by a pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c6(e)(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In The Company shall indemnify, to the event any Registrable Shares are included in a registration statement contemplated fullest extent permitted by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmlesslaw, each Amneal Group Member and holder of Registrable Securities, its respective officers, directors, partners, employees and controlling Personsagents, if any, in any offering or sale and each Person, if any, who controls such holder within the meaning of Section 15 of the Registrable SharesSecurities Act, against any all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), arise out joint or several, resulting from any violation by the Company of the provisions of the Securities Act or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated caused by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 any prospectus, in light of the circumstances under which they were made) not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter's failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by the Amneal Group Member or its Representative such holder expressly for use therein therein; provided that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member such holder's obligations hereunder shall be limited to an amount equal to the dollar amount net proceeds to such holder of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares Securities sold by such Amneal Group Member pursuant to such registration statement or prospectusstatement. (c) Amneal Group Any Person entitled to indemnification under the provisions of this Section 3.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the Company agree that ifdefense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any reasonsettlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the indemnification provisions contemplated defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified such indemnifying party in respect of such claim, unless in the reasonable judgment of any Claims referred such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to thereinsuch claim. (d) If for any reason the foregoing indemnity is unavailable, then each the indemnifying party shall contribute to the amount paid or payable by such the indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative fault of benefits received by the indemnifying party, party on the one hand, hand and the indemnified party, party on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, (ii) if the allocation in the first sentence of this Section 5.8(cprovided by clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute Applicable Law or provides a lesser sum to the amount paid or payable by such indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only such the relative faults, benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative benefits fault of the indemnifying party and the indemnified party, party as well as any other relevant equitable considerations. The parties hereto agree that it Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would not be just and equitable if contributions pursuant have been required to this Section 5.8(c) were pay to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of if the Claims referred to above shall be deemed to include (subject to the limitations set forth in indemnity under Section 5.93.7(b) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimwas available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member The obligation of any Person to contribute pursuant to this Section 3.7 shall be liable several and not joint. (e) An indemnifying party shall make payments of all amounts required to contribute any amount in excess be made pursuant to the foregoing provisions of this Section 3.7 to or for the account of the dollar amount equal indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the sum Transfer of (i) the net proceeds received Equity Securities by such Amneal Group Member from holder and the sale termination of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) this Agreement for any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)reason.

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessPermatec, each Amneal Group Member and of its respective officers, directors, employees members and partners, and each person controlling Permatec, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, in and each person who controls any offering or sale of the Registrable Sharesunderwriter, against any all claims, losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelysettlements, “Claims”), to which each if such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement settlements are effected with the written consent of the Company as provided herein)Company, or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyomission) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse or any violation by the Company for of the Securities Act or the Securities Exchange Act of 1934 (the "Exchange Act") or any legal rule or other out-of-pocket expenses reasonably incurred regulation thereunder applicable to the Company and documented by relating to action or inaction required of the Company in connection with investigating or defending any such Claimsregistration, qualification or compliance, and will reimburse Permatec, each of its officers, directors, members and partners, and each person controlling Permatec, each such director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in each connection with investigating and defending or settling any such claim, loss, damage, liability, action or proceeding; provided, however, that the Company will not be liable in any such case only to the extent that any such untrue statement claim, loss, damage, liability or alleged expense arises out of or is based on any untrue statement or omission made in such registration statement, prospectus, offering circular or alleged omission was made other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly Permatec and stated to be specifically for use therein that is therein. (b) To the subject extent permitted by law, Permatec will indemnify the Company, each director, officer and controlling person of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages and liabilities (or actions, proceedings or settlements, if such settlements are effected with the written consent of Permatec, in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document in which Permatec's shares are included (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, 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 each case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission; providedomission made in such registration statement, howeverprospectus, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal offering circular or other document in reliance upon and in conformity with written information furnished to the dollar amount Company by Permatec and stated to be specifically for use therein, or any violation by Permatec of the net proceeds received by Securities Act or the Exchange Act or any rule or regulation thereunder applicable to Permatec and relating to action or inaction required of Permatec in connection with any such Amneal Group Member from registration, qualification or compliance, and will reimburse the sale Company, each of Registrable Shares sold by its officers, directors, and each person controlling the Company, each such Amneal Group Member pursuant to underwriter and each person who controls any such registration statement underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or prospectussettling any such claim, loss, damage, liability, action or proceeding. (c) Amneal Group The party entitled to indemnification under this Section 3 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Company agree Indemnified Party may participate in such defense at such party's expense, except that if, if the defendants in any action include both the Indemnified Party and the Indemnifying Party and there is a conflict of interest which would prevent counsel for any reasonthe Indemnifying Party from also representing the Indemnified Party, the indemnification provisions contemplated Indemnified Party or Parties shall have the right to select separate counsel to participate in the defense of such action on behalf of such Indemnified Party or Parties and to be indemnified for the expense of such separate Counsel, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless such failure to notify materially and adversely affects the Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff to or are insufficient to hold harmless an indemnified party such Indemnified Party of a release from all liability in respect of such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 3 shall for any Claims referred to thereinreason be unenforceable by an Indemnified Party, although otherwise available in accordance with its terms, then each Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such Claims Indemnified Party has claimed indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnified Party on the one hand, hand and the indemnified party, Indemnifying Party on the other handin connection with the statement or omissions which resulted in such losses, with respect to the applicable offering of securitiesclaims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault benefits received by the Company on one hand and Permatec on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total proceeds received by Permatec, in each case as set forth in the table on the cover page of such indemnifying party and indemnified party the prospectus. The relative fault, in the case of an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or statement, omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified partythe Indemnified Party, and the such parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, alleged statement, omission or alleged omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Permatec agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into account the such equitable considerations referred to in the preceding sentences of this Section 5.8(c)consideration. The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims losses, claims, damages, liabilities or expenses referred to above herein shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses expense reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending against any such actionaction or claim which is the subject hereof. In no case, proceeding or claimhowever, shall Permatec be responsible for a portion of the contribution obligation in excess of the net proceeds to Permatec of securities sold as contemplated herein. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(fSection11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In the event connection with any registration of Registrable Shares are included in a registration statement contemplated by Securities pursuant to this AgreementArticle III, the Company shall, and it hereby agrees to, to indemnify and hold harmless, or cause to be indemnified and held harmlessthe fullest extent permitted by Law, each Amneal Group Member of the Investors and their respective Affiliates, the Investors’ Representative and each of its respective Affiliates, and each Person who controls an Investor or the Investors’ Representative within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case other than any Affiliate that is an Excluded GIC Entity or any Excluded Portfolio Company Pension Fund, and the directors, officers, directorsemployees, employees partners, affiliates, members, managers, shareholders, assignees and controlling Persons, if any, in any offering or sale representatives of each of the Registrable Sharesforegoing (collectively, the “Indemnified Persons”) from and against any and all losses, claims, damages or liabilities in respect thereof damages, liabilities, judgments, actions and expenses (including reasonable fees of counselattorneys’ fees) (collectively, “ClaimsLosses”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), ) joint or actions or proceedings in respect thereof, arise several arising out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statementpart of any Registration Statement, or any preliminary or final prospectus contained thereinor other disclosure document used in connection with the Registrable Securities, any Issuer FWP or any amendment or supplement theretoto any of the foregoing, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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, in the light of the circumstances under which they were made) not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for misleading or (ii) any legal violation or other out-of-pocket expenses reasonably incurred and documented alleged violation by the Company or any of its Subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its Subsidiaries and relating to action or inaction in connection with investigating or defending any such Claimsregistration, in each case only Registration Statement, other disclosure document or Issuer FWP; provided, however, that the Company will not be required to the extent that indemnify any Indemnified Person for any losses, claims, damages, liabilities, judgments, actions or expenses resulting from any such untrue statement or alleged omission if such untrue statement or omission or alleged omission was made in reliance on and in conformity with information with respect to any Indemnified Person furnished to the Company in writing by the Investors expressly for use therein. (b) In connection with any Registration Statement, preliminary or final prospectus, or Issuer FWP, each Investor agrees to indemnify, severally and not jointly, the Company, its Directors, its officers who sign such Registration Statement and each Person, if any, who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as the foregoing indemnity from the Company to the Investors, but only with respect to information with respect to such Investor furnished to the Company in writing by such Investor expressly for use in such Registration Statement, preliminary or final prospectus, or Issuer FWP to the extent such information is included therein in reliance upon and in conformity with the Required Amneal Group Member Information information furnished to the Company in writing by the Amneal Group Member or its Representative such Investor expressly for use therein therein; provided, however, that is the subject in no event shall any Investor’s liability pursuant to this Section 3.08 in respect of the untrue statement offering to which such loss, claim, damages, liabilities, judgments, actions or omissionexpenses relate exceed an amount equal to the proceeds to such Investor (after deduction of all Underwriters’ discounts and commissions) from such offering less the amount of any damages which such Investor has otherwise been required to pay by reason of such information. (c) In case any claim, action or proceeding (including any governmental investigation) is instituted involving any Person in respect of which indemnity may be sought pursuant to Section 3.08(a) or (b), such Person (hereinafter called the “indemnified party”) will (i) promptly notify the Person against whom such indemnity may be sought (hereinafter called the “indemnifying party”) in writing; provided, however, that the liability failure to give such notice shall not relieve the indemnifying party of each Amneal Group Member hereunder shall be limited its obligations pursuant to an amount equal this Agreement except to the dollar amount extent such indemnifying party has been prejudiced in any material respect by such failure; (ii) permit the indemnifying party to assume the defense of such claim, action or proceeding with counsel reasonably satisfactory to the indemnified party to represent the indemnified party; and (iii) pay the fees and disbursements of such counsel related to such claim, action or proceeding. In any such claim, action or proceeding, any indemnified party will have the right to retain its own counsel, but the fees and expenses of such counsel will be at the expense of such indemnified party (without prejudice to such indemnified party’s indemnity and other rights under the Charter, Bye-laws and applicable Law, if any) unless (A) the indemnifying party and the indemnified party have mutually agreed to the retention of such counsel, (B) the named parties to any such claim, action or proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party has been advised in writing by counsel, with a copy provided to the Company, that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicting interests between them, (C) the indemnifying party has failed to assume the defense of such claim and employ counsel reasonably satisfactory to the indemnified party, or (D) any such, claim, action or proceeding is a criminal or regulatory enforcement action. It is understood that the indemnifying party will not, in connection with any claim, action or proceeding or related claims, actions or proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the indemnified parties (in addition to any local counsel at any time for all such indemnified parties) and that all such reasonable fees and expenses will be reimbursed reasonably promptly following a written request by an indemnified party stating under which clause of (A) through (C) above reimbursement is sought and delivery of documentation of such fees and expenses. In the case of the net proceeds received retention of any such separate firm for the indemnified parties, such firm will be designated in writing by the indemnified parties. The indemnifying party will not be liable for any settlement of any claim, action or proceeding effected without its written consent (which consent shall not be unreasonably withheld), but if such claim, action or proceeding is settled with such consent or if there has been a final non-appealable judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party will have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel as contemplated by the third sentence of this Section 3.08(c), the indemnifying party agrees that it will be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such Amneal Group Member from indemnifying party of the sale aforesaid request and (ii) such indemnifying party has not reimbursed the indemnified party in accordance with such request or reasonably objected in writing, on the basis of Registrable Shares sold the standards set forth herein, to the propriety of such reimbursement prior to the date of such settlement. No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding (i) in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such Amneal Group Member pursuant to indemnified party, unless such registration statement settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding or prospectus(ii) which involves the imposition of equitable remedies on the indemnified party or the imposition of any obligation on the indemnified party, other than as a result of the imposition of financial obligations for which the indemnified person will be indemnified hereunder. (cd) Amneal Group and the Company agree that if, for any reason, If the indemnification provisions contemplated by provided for in this Section 5.8(a) or Section 5.8(b) are 3.08 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities, judgments, actions or expenses referred to thereinin this Section 3.08, then each the indemnifying party shall party, in lieu of indemnifying such indemnified party, will contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities, judgments, actions or expenses (i) in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified party in connection with the actions that resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations, or (ii) if the allocation provided by clause (i) is not permitted by applicable Law, in such proportion as is appropriate to reflect not only the relative fault referred to in clause (i) but also the relative benefit of the Company, on the one hand, and the indemnified partyInvestors, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages, liabilities, judgments, actions or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall will be determined by reference to, among other things, whether the any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact fact, has been taken by, or relates to information supplied by by, such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above will be deemed to include, subject to the limitations set forth in Section 3.08(c), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (e) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c3.08(d) were to be determined by pro rata allocation or by any other method of allocation which that does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c3.08(d). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of “fraudulent misrepresentation misrepresentation” (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoingprovisions of Section 3.08(d) and this Section 3.08(e), no Amneal Group Member shall be liable each Investor’s liability pursuant to contribute any amount Section 3.08(d) in excess respect of the dollar offering to which such loss, claim, damages, liabilities, judgments, actions or expenses relate shall not exceed an amount equal to the sum proceeds to such Investor (after deduction of (iall Underwriters’ discounts and commissions) from such offering less the net proceeds received amount of any damages which such Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. Each Investor’s obligation to contribute pursuant to this Section 3.08 is several in proportion to the respective number of Registrable Securities held by such Amneal Group Member Investor hereunder and not joint. (f) For purposes of this Section 3.08, each Indemnified Person shall have the same rights to contribution as such Investor, and each officer, Director and Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act shall have the same rights to contribution as the Company, subject in each case to the limitations set forth in the immediately preceding paragraph. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this Section 3.08, notify such party or parties from whom contribution may be sought, but the sale of Registrable Shares sold omission to so notify such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have under this Section 3.08 or otherwise except to the extent that it has been prejudiced in any material respect by such Amneal Group Member pursuant failure. No party shall be liable for contribution with respect to any action or claim settled without its written consent; provided, however, that such registration statement written consent was not unreasonably withheld. (g) If indemnification is available under this Section 3.08, the indemnifying party will indemnify each indemnified party to the full extent provided in Sections 3.08(a) and (b) without regard to the relative fault of said indemnifying party or prospectus, minus indemnified party or any other equitable consideration provided for in Section 3.08(d) or (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconducte).

Indemnification; Contribution. (a) In The Company agrees to indemnify, to the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmlesslaw, each Amneal Group Member and holder of Registrable Securities, its respective officers, directors, employees partners, trustees, members, managers, employees, advisors, agents and controlling Persons, if any, in any offering or sale each Person that controls such holder (within the meaning of the Registrable Shares, Securities Act) against any all losses, claims, damages or damages, liabilities in respect thereof and expenses, including attorneys’ fees and disbursements and expenses (including reasonable fees of counsel) (collectivelyinvestigation, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including resulting from any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or any preliminary or final prospectus contained therein, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any applicable state securities law, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the holders of Registrable Securities. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with investigating or defending any such Claimsregistration statement or prospectus and, to the extent permitted by law, shall indemnify the Company, its directors, officers, employees, agents and Affiliates and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in each case the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made is contained in reliance upon and in conformity with the Required Amneal Group Member Information any writing furnished to the Company in writing by the Amneal Group Member or its Representative expressly such holder for use therein that is the subject of the untrue statement in such registration statement, prospectus or omissionpreliminary prospectus or any amendment or supplement thereto; provided, however, provided that the liability of obligation to indemnify shall be individual, not joint and several, for each Amneal Group Member hereunder holder and shall be limited to an amount equal to the dollar net amount of the net proceeds received by such Amneal Group Member holder from the sale of Registrable Shares sold by such Amneal Group Member Securities pursuant to such registration statement or prospectusstatement. (c) Amneal Group Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment (x) a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or (y) such indemnified party has one or more defenses to such claim that are not available to the Company agree that ifindemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not settle such claim unless the indemnified party is released and discharged of any liability. Whether or not such defense is assumed, the indemnifying party shall not be subject to any liability for any reasonsettlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, except to the extent that in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of securities. (e) If the indemnification provisions contemplated required by this Section 5.8(a) or Section 5.8(b) are 6 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 6: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionviolation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 6(a) and Section 6(b), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c6(e) were to be determined solely by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in Section 6(e)(i); provided, however, that with respect to any pro rata allocation, the preceding sentences holders of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above Registrable Securities included in any such registration shall be deemed to include (subject to have only received the limitations set forth net proceeds from such holders’ sales of Registrable Securities in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimregistration. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessDiversified, each Amneal Group Member and of its respective officers, directors, employees members and partners, and each person controlling Diversified, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the Registration Statement, and each underwriter, if any, in and each person who controls any offering or sale of the Registrable Sharesunderwriter, against any all claims, losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelysettlements, “Claims”), to which each if such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement settlements are effected with the written consent of the Company as provided herein)Company, or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like, any preliminary amendments or final prospectus contained therein, or supplements thereto and any amendment or supplement thereto, or any document documents incorporated by reference therein) incident to any such registration, qualification or compliance, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any other applicable securities laws or other federal, state or common law or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse Diversified, reimburseeach of its officers, upon requestdirectors, members and partners, and each person controlling Diversified, each such Amneal Group Member director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company by Diversified or such underwriter and stated to be specifically for use therein. Such indemnity obligation shall remain in writing full force and effect regardless of any investigation made by such Amneal Group Member or on behalf of such Amneal Group Member Diversified and shall survive the transfer of Registrable Securities by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omissionDiversified. (b) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, Diversified will indemnify the Company, each Amneal Group Member shallof its directors, officers and controlling persons, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Personseach underwriter, if any, in any offering of the Company’s securities covered by such a registration statement, each person who controls the Company or sale such underwriter within the meaning of its Registrable Shares the Securities Act or the Exchange Act or the rules and regulations thereunder, against any Claims to which each such indemnified party may become subjectall claims, insofar as such Claims losses, damages and liabilities (including any amounts paid in settlement as provided herein)or actions, proceedings or actions or proceedings settlements in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such registration statement, prospectus, offering circular or any preliminary or final prospectus contained thereinother document, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, will reimburse the Company and such directors, officers, members, partners, persons, underwriters or control persons for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly Diversified and stated to be specifically for use therein that is the subject of the untrue statement or omissiontherein; provided, however, that the liability of each Amneal Group Member Diversified hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member Diversified from the sale of Registrable Shares sold by such Amneal Group Member pursuant Registered Securities as contemplated herein giving rise to such registration statement or prospectusliability. (c) Amneal Group Each party entitled to indemnification under this Section 4 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Company agree Indemnified Party may participate in such defense at such party’s expense, and provided further that ifthe failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, for unless such failure to notify materially adversely affects the Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any reasonsuch claim or litigation, shall, except with the indemnification provisions contemplated consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff to or are insufficient to hold harmless an indemnified party such Indemnified Party of a release from all liability in respect of such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 4 shall for any Claims referred to thereinreason be unenforceable or otherwise unavailable by an Indemnified Party, although otherwise available in accordance with its terms, then each Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such Claims Indemnified Party has claimed indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnified Party on the one hand, hand and the indemnified party, Indemnifying Party on the other handin connection with the statements or omissions which resulted in such losses, with respect to the applicable offering of securitiesclaims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of such indemnifying party and indemnified party an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or statement, omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified partythe Indemnified Party, and the such parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, alleged statement, omission or alleged omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Diversified agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into account the such equitable considerations referred to in the preceding sentences of this Section 5.8(c)considerations. The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims losses, claims, damages, liabilities or expenses referred to above herein shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal fees, charges or other fees or expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending against any action or claim which is the subject hereof. In no case, however, shall Diversified be responsible for a portion of the contribution obligation in excess of the net proceeds received by Diversified from the sale of securities as contemplated herein giving rise to such action, proceeding or claimliability. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding . (e) Anything to the foregoingcontrary contained in this Section 4 notwithstanding, no Amneal Group Member Diversified shall not be liable to contribute for any amount indemnification or contribution in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member it from the any sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Securities which has been registered hereunder.

Indemnification; Contribution. (aa.) In the event any Registrable Shares are included in of a registration statement contemplated by this Agreementof any of the Registrable Securities under the Securities Act pursuant to Sections 2.1, 2.2 or 2.3, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessharmless each seller of such Registrable Securities thereunder, each Amneal Group Member underwriter of such Registrable Securities thereunder and its respective officers, directors, employees and controlling Personseach other Person, if any, in any offering who controls such seller or sale underwriter within the meaning of the Registrable SharesSecurities Act, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelyliabilities, “Claims”)joint or several, to which each such indemnified party seller, underwriter or controlling Person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such Registrable Securities were registered under the Securities Act pursuant to Sections 2.1, 2.2 or 2.3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothereof, or any document incorporated by reference therein, or arise out of or are based upon any (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state or other securities law in connection with the offering covered by such registration statement and the Company shall, and it hereby agrees to, reimburse, upon requestwill reimburse each such seller, each such Amneal Group Member underwriter and each such controlling Person for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claimsloss, claim, damage, liability or action, including amounts paid in settlement thereof; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case if and to the extent that any such Claims arise loss, claim, damage or liability arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, which occurs in reliance upon and or in conformity connection with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use thereinin connection with such registration by any such seller, that is the subject of the untrue statement any such underwriter or omissionany such controlling Person. (bb.) In the event any Registrable Shares are included in of a registration statement contemplated by this Agreementof any of the Registrable Securities under the Securities Act pursuant to Sections 2.1, 2.2 or 2.3, each Amneal Group Member shallseller of such Registrable Securities thereunder, severally and hereby agrees tonot jointly, will indemnify and hold harmless the Company and its officersCompany, directors, employees and controlling Personseach Person, if any, in who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, each director of the Company, each underwriter and each Person who controls any offering underwriter within the meaning of the Securities Act, against all losses, claims, damages or sale of its Registrable Shares against any Claims liabilities, joint or several, to which each the Company or such indemnified party officer, director, underwriter or controlling Person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an any untrue statement or alleged untrue statement of a any material fact contained in any the registration statementstatement under which such Registrable Securities were registered under the Securities Act pursuant to Sections 2.1, 2.2 or 2.3, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference thereinthereof, or arise out of or are based upon any 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 each Amneal Group Member shall, and it hereby agrees to, will reimburse the Company and each such officer, director, underwriter and controlling Person for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, damage, liability or action, provided, however, that such seller will be liable hereunder in each any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement in connection with such registration by any such seller, any such underwriter or omission; any such controlling person, and provided, further, however, that the liability of each Amneal Group Member seller hereunder shall be limited to an amount the proportion of any such loss, claim, damage, liability or expense which is equal to the dollar amount proportion that the public offering price of the shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Amneal Group Member seller from the sale of Registrable Shares sold Securities covered by such Amneal Group Member pursuant to such registration statement or prospectusstatement. (cc.) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect of any Claims referred thereof is to thereinbe made against an indemnifying party hereunder, then each notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall contribute not relieve it from any liability which it may have to such indemnified party other than under this Section 2.7 and shall only relieve it from any liability which it may have to such indemnified party under this Section 2.7 if and to the amount paid or payable extent the indemnifying party is prejudiced by such omission. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.7 for any legal expenses subsequently incurred by such indemnified party as in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be reasonable defenses available to it which are different from or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a result separate counsel and to assume such legal defenses and otherwise to participate in the defense of such Claims action, with the expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred. The indemnifying party shall not be liable to indemnify any indemnified party for any settlement of any action effected without the indemnifying party’s consent (which consent shall not be unreasonably withheld or delayed). The indemnifying party shall not, except with the approval of each party being indemnified under this Section 2.7(c), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving of the claimant or the plaintiff to the parties being so indemnified of a release from all liability in respect to such claim or litigation. (d.) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any holder of Registrable Securities exercising rights under this Agreement, or any controlling Person of any such holder, makes a claim for indemnification pursuant to this Section 2.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 2.7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such controlling Person in circumstances for which indemnification is otherwise required under this Section 2.7; then, and in each such case, the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Company on the one hand, hand and of the indemnified party, holder of Registrable Securities on the other handin connection with the statements or omissions which resulted in such losses, with respect claims, damages or liabilities, as well as any other relevant equitable considerations or, if the allocation provided herein is not permitted by applicable law, in such proportion as shall be appropriate to reflect the applicable relative benefits received by the Company and any holder of Registrable Securities from the offering of securitiesthe securities covered by such registration statement. The relative fault of such indemnifying party the Company on the one hand and indemnified party of the holder of Registrable Securities on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Company on the one hand or by such indemnified partythe holder of Registrable Securities on the other, and the parties’ each party’s relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If; provided, however, that, in any such case, (A) no such holder will be required to contribute any amount in excess of the allocation public offering price of all such Registrable Securities offered by it pursuant to such registration statement, but not in any event to exceed the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable net proceeds received by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also seller from the relative benefits sale of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred Registrable Securities covered by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No registration statement; and (B) no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess . (e.) The obligations of the dollar amount equal to Company and Holders under this Section 2.7 shall survive the sum completion of (i) the net proceeds received by such Amneal Group Member from the sale any offering of Registrable Shares sold by such Amneal Group Member pursuant to such Securities in a registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to under this Section 5.8(b) (except in 2 and shall survive the case termination of fraud or willful misconduct)this Agreement.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, the Company shallCorporation will, and it hereby agrees does agree to, indemnify and hold harmless, in the case of any registration statement or cause prospectus filed pursuant to be indemnified Section 2, 3 or 4 hereof, the seller of any Registrable Shares covered by such registration statement or prospectus, its respective directors and held harmlessofficers, partners and members, each Amneal Group Member other Person who participates as an underwriter in the offering or sale of such securities, and its respective officers, directors, employees and controlling Personseach other Person, if any, in who controls such seller or any offering or sale such underwriter within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act, against any losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)expenses, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, applicable Canadian securities Laws or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement or prospectus under which such securities were registered under the Securities Act, or any preliminary or prospectus, final prospectus contained thereinincluded therein or filed with applicable Canadian securities regulatory authorities, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyii) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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; provided, and each Amneal Group Member shallhowever, and it hereby agrees to, reimburse that the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company Corporation shall not be liable in connection with investigating or defending any such Claims, in each case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Corporation for use in the preparation thereof by such seller or underwriter, as the case may be, or (y) an untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus but notified to such seller and underwriter prior to any sale or other disposition of Registrable Shares and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense. This indemnity shall be in addition to any liability the Corporation may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director or officer, underwriter or controlling Person and shall survive the transfer of such securities by such seller. (b) The Corporation may require, as a condition to including any Registrable Shares in any registration statement or prospectus filed pursuant to Section 2, 3 or 4 hereof, that the Corporation shall have received an agreement satisfactory to it from (i) the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9(a), except that any such prospective seller shall not in any event be liable to the Corporation pursuant thereto for an amount in excess of the net proceeds of the sale of such prospective seller's Registrable Shares so to be sold) the Corporation, each director of the Corporation and each of the Corporation's officers who signed the registration statement or prospectus, each such underwriter of such securities, and each other Person, if any, who controls the Corporation or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) each such underwriter of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9(a) above) the Corporation, each officer who signed the registration statement or prospectus and each director of the Corporation, each prospective seller, and each other Person, if any, who controls the Corporation or any such prospective seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to any untrue statement in or omission from such registration statement, any preliminary prospectus, final prospectus, or any amendment or supplement thereto, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished by such prospective seller or such underwriter, as the Required Amneal Group Member Information furnished case may be, to the Company in writing by the Amneal Group Member or its Representative expressly Corporation for use therein that is in the subject preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the untrue statement Corporation or omissionany such director, officer or controlling Person and shall survive the transfer of such securities by such seller. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding (including any governmental investigation) involving a claim referred to in either Section 9(a) above or (b) above, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the liability failure of each Amneal Group Member hereunder any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding provisions of this Section 9, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be limited entitled to an amount equal assume the defense thereof, jointly with any other indemnifying party similarly notified, to the dollar amount of the net proceeds received by such Amneal Group Member extent that it may wish, and after notice from the sale indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. If, in the indemnified party's reasonable judgment, a conflict of interest between such indemnified party and indemnifying parties may exist in respect of such claim, the indemnified party shall be entitled to participate in the defense thereof and the indemnifying party shall not be liable for the fees and expenses of more than one counsel for all sellers of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement Shares, or prospectusmore than one counsel for the underwriters in connection with any one action or separate but similar or related actions. (d) If the indemnification provided for in the foregoing clauses (a), (b) and (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by of this Section 5.8(a) or Section 5.8(b) are 9 is unavailable to or are insufficient to hold harmless an the indemnified party parties in respect of any Claims losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount amounts paid or payable by such indemnified party parties as a result of such Claims losses, claims, damages or liabilities (i) as between the Corporation and the holders of Registrable Shares covered by a registration statement, on the one hand, and the underwriters, on the other, in such proportion as is appropriate to reflect the relative benefits received by the Corporation and such holders, on the one hand, and the underwriters, on the other, from the offering of the Registrable Shares, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Corporation and such holders, on the one hand, and of the underwriters, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations, and (ii) as between the Corporation, on the one hand, and each holder of Registrable Shares covered by a registration statement or prospectus, on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying partyCorporation and of each such holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Corporation and such holders, on the one hand, and the indemnified partyunderwriters, on the other handother, with respect shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Corporation and such holders bear to the applicable offering of securitiestotal underwriting discounts and commissions received by the underwriters. The relative fault of the Corporation and such indemnifying party holders, on the one hand, and indemnified party of the underwriters, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Corporation and such indemnifying party holders or by the underwriters. The relative fault of the Corporation, on the one hand, and of each such indemnified holder, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by such party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c. (e) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Corporation and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders of Registrable Shares agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c9(d) were to be determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take into account of the equitable considerations referred to in the next preceding sentences paragraph. Notwithstanding the provisions of this Section 5.8(c9(d). The , no holder of Registrable Shares shall be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject amount by which the total price at which the Registrable Shares of such holder were offered to the limitations set forth in Section 5.9) public exceeds the amount of any legal damages that such holder has otherwise been required to pay by reason of such untrue or other fees alleged untrue statement or expenses reasonably incurred by such indemnified party in connection with investigating omission or defending any such action, proceeding or claimalleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding The obligation of the foregoing, no Amneal Group Member shall be liable holders of Registrable Shares to contribute any amount pursuant to this Section 9 is several in excess the proportion that the proceeds of the dollar amount equal to the sum of (i) the net proceeds offering received by such Amneal Group Member from holder bears to the sale total proceeds of Registrable Shares sold the offering received by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)all Holders and not joint.

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlesseach Holder, each Amneal Group Member and of its respective officers, directors, employees members and partners, and each person controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, in and each person who controls any offering or sale of the Registrable Sharesunderwriter, against any all claims, losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelysettlements, “Claims”), to which each if such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement settlements are effected with the written consent of the Company as provided herein)Company, or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus (preliminary, free-writing or final), offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any other applicable securities laws or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse each such Holder, reimburseeach of its officers, upon requestdirectors, members and partners, and each person controlling such Holder, each such Amneal Group Member director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member Holder or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly underwriter and stated to be specifically for use therein, that is the subject of the untrue statement or omission. (b) In To the event any extent permitted by law, each Holder will, if Registrable Shares Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers and controlling persons, and each underwriter, if any, of the Company’s securities covered by such a registration statement contemplated by this Agreementstatement, each Amneal Group Member shallperson who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act or the rules and regulations thereunder, each other such Holder and Other Stockholder (if and to the extent such Other Stockholder has agreed to indemnify the Holders as set forth in this clause (b)) including Registrable Securities and other securities in the securities as to which such registration, qualification or compliance is being effected, and hereby agrees to, indemnify and hold harmless the Company and its each of their officers, directors, employees members and partners, and each person controlling Personssuch Holder or Other Stockholder, if anyagainst all claims, in any offering losses, damages and liabilities (or sale of its Registrable Shares against any Claims to which each such indemnified party may become subjectactions, insofar as such Claims (including any amounts paid in settlement as provided herein), proceedings or actions or proceedings settlements in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such registration statement, prospectus, offering circular or any preliminary or final prospectus contained thereinother document, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, will reimburse the Company and such Holders, Other Stockholders, directors, officers, members, partners, persons, underwriters or control persons for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly such Holder and stated to be specifically for use therein that is the subject of the untrue statement or omissiontherein; provided, however, that the liability obligations of each Amneal Group Member such Holder hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by to each such Amneal Group Member from the sale Holder of Registrable Shares securities sold by such Amneal Group Member pursuant to such registration statement or prospectusas contemplated herein. (c) Amneal Group Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Company agree Indemnified Party may participate in such defense at such party’s expense, and provided further that ifthe failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, for unless such failure to notify materially adversely affects the Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any reasonsuch claim or litigation, shall, except with the indemnification provisions contemplated consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff to or are insufficient to hold harmless an indemnified party such Indemnified Party of a release from all liability in respect of such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 7 shall for any Claims referred to thereinreason be unenforceable by an Indemnified Party, although otherwise available in accordance with its terms, then each Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such Claims Indemnified Party has claimed indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnified Party on the one hand, hand and the indemnified party, Indemnifying Party on the other handin connection with the statements or omissions which resulted in such losses, with respect to the applicable offering of securitiesclaims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of such indemnifying party and indemnified party an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or statement, omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified partythe Indemnified Party, and the such parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, alleged statement, omission or alleged omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then The Company and each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holder agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into account the such equitable considerations referred to in the preceding sentences of this Section 5.8(c)considerations. The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims losses, claims, damages, liabilities or expenses referred to above herein shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending against any action or claim which is the subject hereof. In no case, however, shall a Holder be responsible for a portion of the contribution obligation in excess of the net proceeds to such action, proceeding or claimHolder of securities sold as contemplated herein. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding . (e) Anything to the foregoingcontrary contained in this Section 7 notwithstanding, (i) no Amneal Group Member Holder shall be liable to contribute for any amount indemnification or contribution in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member it from the any sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus Securities which has been registered hereunder and (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in all indemnification and contribution obligations of the case of fraud or willful misconduct)Holders shall be several and not joint.

Indemnification; Contribution. (a) In The Trust hereby indemnifies, to the event any fullest extent permitted by law, each Holder of Registrable Shares are Securities included in a any registration statement contemplated filed by this Agreementthe Trust and the directors, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, directorspartners, employees employees, agents and controlling Personseach Person who controls any Holder within the meaning of the Securities Act and the Exchange Act, if any, in any offering or sale of the Registrable Shares, against any all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof) and expenses (under the Securities Act, common law and otherwise), joint or several, which arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a material fact contained in any such registration statementstatement or in any prospectus, or any preliminary or final prospectus contained thereinprospectus, or any amendment or supplement thereto, thereto or any document incorporated by reference thereinrelating thereto or in any filing made in connection with the registration or qualification of the offering under "blue sky" or other securities laws of jurisdictions in which the Registrable Securities are offered, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each Trust shall reimburse such Amneal Group Member Holders for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; providedloss, howeverclaim, that the Company shall not be liable to damage, liability or proceeding, (ii) any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus, if used prior to the effective date of such registration statementstatement (unless such statement is corrected in the final prospectus and the Trust has previously furnished copies thereof to any holder of Registrable Securities seeking such indemnification and to the underwriters of the registration in question), or any preliminary or contained in the final prospectus contained therein, (as amended or supplemented if the Trust shall have filed with the Commission any amendment thereof or supplement thereto) if used within the period during which the Trust is required to keep the registration statement to which such prospectus relates current, or any document incorporated by reference therein, or arise out of or are based upon any the omission or alleged omission to state therein a material fact necessary in order to make the statements therein in light of the circumstances under which they were made, not misleading; provided, however, that such indemnification shall not extend to any such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses that are caused by any untrue statement or alleged untrue statement contained in, or by any omission or alleged omission from, information furnished in writing to the Trust by such Holder in such capacity specifically and expressly for use in any such registration statement or prospectus. (b) In the case of an underwritten offering pursuant to Section 3 hereof in which the registration statement covers Registrable Securities, the Trust shall enter into an underwriting agreement in customary form and substance with such underwriters and, if so requested, a contribution agreement in customary form and substance with such underwriters and shall indemnify the underwriters, their officers and directors, if any, and each person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, to the same extent as provided in the preceding paragraph with respect to the indemnification of the Holders of Registrable Securities and to the same extent as then customary in underwriting agreements of such underwriter; provided, however, that the Trust shall not be required to indemnify any such underwriter, or any officer or director of such underwriter or any person who controls such underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is sought results from such underwriter's failure to deliver or otherwise provide a copy of the final prospectus to the Person asserting an untrue statement or omission or alleged untrue statement or omission at or prior to the written confirmation of the sale of securities to such Person, if such statement or omission was in fact corrected in such final prospectus. (c) In connection with any registration statement with respect to which a Holder of Registrable Securities is participating, each such Holder shall furnish to the Trust in writing such information regarding such Holder included in a registration statement and the intended method of distribution as shall be reasonably requested by the Trust for use in any such registration statement or prospectus and each of the Holders hereby indemnifies, severally but not jointly, to the fullest extent permitted by law, the Trust, its officers and directors and each person, if any, who controls the Trust within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein in the registration statement or prospectus, or any amendment thereof or supplement thereto, not misleading; provided, however, that each of the Holders shall be liable hereunder if and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that any such loss, claim, damage, liability (or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement statement, or alleged untrue statement or omission or alleged omission was omission, made in reliance upon and in conformity with information pertaining to such Holder which is requested by the Required Amneal Group Member Information Trust and furnished in writing to the Company in writing Trust by the Amneal Group Member or its Representative such Holder specifically and expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to in any such registration statement or prospectus. (cd) Amneal Group Any Person seeking indemnification under the provisions of this Section 8 shall, promptly after receipt by such Person of notice of the commencement of any action, suit, claim or proceeding, notify each party against whom indemnification is to be sought in writing of the commencement thereof; provided, however, that the failure so to notify an indemnifying party shall not relieve the indemnifying party from any liability which it or he may have under this Section 8 (except to the extent that it has been prejudiced in any material respect by such failure) or from any liability which the indemnifying party may otherwise have. In case any such action, suit, claim or proceeding is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent it or he may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. Notwithstanding the foregoing, the indemnified party shall have the right to employ its or his own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party in connection with the defense of such suit, action, claim or proceeding, (ii) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such action, suit, claim or proceeding within a reasonable time after notice of commencement of the action, suit, claim or proceeding, or (iii) such indemnified party shall have reasonably concluded, based on the advice of counsel, that there may be defenses available to it which are different from or additional to those available to the indemnifying party which, if the indemnifying party and the Company agree that ifindemnified party were to be represented by the same counsel, could result in a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such indemnified party. If any reasonof the events specified in clauses (ii) or (iii) of the preceding sentence shall have occurred or shall otherwise be applicable, then the fees and expenses of one counsel or firm of counsel selected by a majority in interest of the indemnified parties shall be borne by the indemnifying party. If, in any case, the indemnified party employs separate counsel, the indemnifying party shall not have the right to direct the defense of such action, suit, claim or proceeding on behalf of the indemnified party. Anything in this paragraph to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any action, suit, claim or proceeding effected without its prior written consent (which consent in the case of an action, suit, claim or proceeding exclusively seeking monetary relief shall not be unreasonably withheld or delayed). Such indemnification provisions contemplated shall remain in full force and effect irrespective of any investigation made by or on behalf of an indemnified party. (e) If the indemnification from the indemnifying party as provided in this Section 5.8(a) 8 is unavailable or Section 5.8(b) are unavailable to or are is otherwise insufficient to hold harmless an indemnified party in respect of any Claims losses, claims, damages, liabilities or expenses referred to therein, then each the indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the other hand, with respect to the applicable offering of securitiesliabilities or expenses. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the any action in question, including any untrue (or alleged untrue untrue) statement of a material fact or omission (or alleged omission omission) to state a material fact fact, has been made, or relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionaction. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8(e) hereof, any legal or other fees or expenses reasonably incurred by such indemnified party in connection with any such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerationsinvestigation or proceeding. The parties hereto agree acknowledge that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) 8 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party other than as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimdescribed above. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding If, however, indemnification is available under this Section 8, the foregoing, no Amneal Group Member indemnifying parties shall be liable to contribute any amount in excess of the dollar amount equal indemnify each indemnified party to the sum fullest extent provided in Sections 8(a) through 8(e) hereof without regard to the relative fault of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement said indemnifying party or prospectus, minus (ii) indemnified party or any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)other equitable consideration.

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlesseach Holder, each Amneal Group Member and of its respective officers, directors, employees members and partners, and each person controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, in and each person who controls any offering or sale of the Registrable Sharesunderwriter, against any all claims, losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelysettlements, “Claims”), to which each if such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement settlements are effected with the written consent of the Company as provided herein)Company, or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse each such Holder, reimburseeach of its officers, upon requestdirectors, members and partners, and each person controlling such Holder, each such Amneal Group Member director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member Holder or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly underwriter and stated to be specifically for use therein, that is the subject of the untrue statement or omission. (b) In To the event any extent permitted by law, each Holder will, if Registrable Shares Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers and controlling persons, and each underwriter, if any, of the Company’s securities covered by such a registration statement contemplated by this Agreementstatement, each Amneal Group Member shallperson who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act or the rules and regulations thereunder, each other such Holder and Other Stockholder (if and to the extent such Other Stockholder has agreed to indemnify the Holders as set forth in this clause (b)) including Registrable Securities and other securities in the securities as to which such registration, qualification or compliance is being effected, and hereby agrees to, indemnify and hold harmless the Company and its each of their officers, directors, employees members and partners, and each person controlling Personssuch Holder or Other Stockholder, if anyagainst all claims, in any offering losses, damages and liabilities (or sale of its Registrable Shares against any Claims to which each such indemnified party may become subjectactions, insofar as such Claims (including any amounts paid in settlement as provided herein), proceedings or actions or proceedings settlements in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such registration statement, prospectus, offering circular or any preliminary or final prospectus contained thereinother document, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, will reimburse the Company and such Holders, Other Stockholders, directors, officers, members, partners, persons, underwriters or control persons for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly such Holder and stated to be specifically for use therein that is the subject of the untrue statement or omissiontherein; provided, however, that the liability obligations of each Amneal Group Member such Holder hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by to each such Amneal Group Member from the sale Holder of Registrable Shares securities sold by such Amneal Group Member pursuant to such registration statement or prospectusas contemplated herein. (c) Amneal Group Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Company agree Indemnified Party may participate in such defense at such party’s expense, and provided further that ifthe failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, for unless such failure to notify materially adversely affects the Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any reasonsuch claim or litigation, shall, except with the indemnification provisions contemplated consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff to or are insufficient to hold harmless an indemnified party such Indemnified Party of a release from all liability in respect of such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 7 shall for any Claims referred to thereinreason be unenforceable by an Indemnified Party, although otherwise available in accordance with its terms, then each Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such Claims Indemnified Party has claimed indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnified Party on the one hand, hand and the indemnified party, Indemnifying Party on the other handin connection with the statements or omissions which resulted in such losses, with respect to the applicable offering of securitiesclaims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of such indemnifying party and indemnified party an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or statement, omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified partythe Indemnified Party, and the such parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, alleged statement, omission or alleged omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then The Company and each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holder agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into account the such equitable considerations referred to in the preceding sentences of this Section 5.8(c)considerations. The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims losses, claims, damages, liabilities or expenses referred to above herein shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending against any action or claim which is the subject hereof. In no case, however, shall a Holder be responsible for a portion of the contribution obligation in excess of the net proceeds to such action, proceeding or claimHolder of securities sold as contemplated herein. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding . (e) Anything to the foregoingcontrary contained in this Section 7 notwithstanding, (i) no Amneal Group Member Holder shall be liable to contribute for any amount indemnification or contribution in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member it from the any sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus Securities which has been registered hereunder and (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in all indemnification and contribution obligations of the case of fraud or willful misconduct)Holders shall be several and not joint.

Indemnification; Contribution. (a) In the event If any Registrable Shares Securities are included in a registration statement contemplated by under this Agreement, including a Shelf Registration: 9.1. To the extent permitted by applicable law, the Company shall, and it hereby agrees to, shall indemnify and hold harmless, or cause to be indemnified and held harmlessharmless each Selling Holder, each Amneal Group Member and its respective officers, directors, employees and controlling PersonsPerson, if any, in any offering or sale who controls such Selling Holder within the meaning of the Registrable SharesSecurities Act, and each officer, director, partner, employee, agent and consultant of such Selling Holder and such controlling Person, against any and all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”joint or several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or threatened action, suit, proceeding or investigation, or to which each such indemnified party any of the foregoing Persons may become subjectsubject under the Securities Act, the Exchange Act or other federal or state laws, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein)losses, or actions or proceedings in respect thereofclaims, damages, liabilities and expenses arise out of or are based upon an any of the following statements, omissions or violations (collectively a "Violation"): (i) Any untrue statement or alleged untrue statement of a material fact contained in any such registration statement, or including any preliminary prospectus or final prospectus contained therein, or any amendment amendments or supplement supplements thereto, or any document incorporated by reference therein, or arise out of or are based upon any ; (ii) The omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein, in light therein not misleading; or (iii) Any violation or alleged violation by the Company of the circumstances in which they were madeSecurities Act, not misleadingthe Exchange Act, and any applicable state securities law or any rule or regulation promulgated under the Company shallSecurities Act, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for the Exchange Act or any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claimsapplicable state securities law; provided, however, that the indemnification required by this Section 8.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case for any such loss, claim, damage, liability or expense to the extent that any such Claims arise it arises out of or are is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, a Violation which occurs in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, indemnified party expressly for use thereinin connection with such registration; provided, further, that the indemnity agreement contained in this Section 8 shall not apply to any underwriter to the extent that any such loss is the subject of the untrue statement based on or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise arises out of or are based upon an untrue statement or alleged untrue statement of a material fact fact, or an omission or alleged omission to state a material fact, contained in or omitted from any preliminary prospectus if the final prospectus shall correct such untrue statement or alleged untrue statement, or such omission or alleged omission, and a copy of the final prospectus has not been sent or given to such person at or prior to the confirmation of sale to such person if such underwriter was under an obligation to deliver such final prospectus and failed to do so. The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers, directors, agents and employees and each person who controls such persons (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) to the same extent as provided above with respect to the indemnification of the Selling Holders. 9.2. To the extent permitted by applicable law, each Selling Holder shall indemnify and hold harmless the Company, each of its directors, each of its officers who shall have signed the registration statement, each Person, if any, who controls the Company within the meaning of the Securities Act, any other Selling Holder, any controlling Person of any such other Selling Holder and each officer, director, partner, and employee of such other Selling Holder and such controlling Person, against any and all losses, claims, damages, liabilities and expenses joint and several), including attorneys' fees and disbursements and expenses of investigation, incurred by such party pursuant to any actual or any preliminary threatened action, suit, proceeding or final prospectus contained thereininvestigation, or to which any amendment of the foregoing Persons may otherwise become subject under the Securities Act, the Exchange Act or supplement theretoother federal or state laws, or any document incorporated by reference thereininsofar as such losses, or claims, damages, liabilities and expenses arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such ClaimsViolation, in each case to the extent (and only to the extent extent) that such untrue statement or alleged untrue statement or omission or alleged omission was made Violation occurs in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative such Selling Holder expressly for use therein that is the subject of the untrue statement or omissionin connection with such registration; provided, however, that the indemnification required by this Section 8.2 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability of each Amneal Group Member hereunder shall be limited to an amount equal to or expense if settlement is effected without the dollar amount consent of the net proceeds received by such Amneal Group Member from the sale relevant Selling Holder of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusSecurities, which consent shall not be unreasonably withheld. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated 9.3. Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party under this Section of notice of the commencement of any action, suit, proceeding, investigation or threat thereof made in writing for which such indemnified party may make a claim under this Section 8, such indemnified party shall deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and disbursements and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time following the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 8 but shall not relieve the indemnifying party of any liability that it may have to any indemnified party otherwise than pursuant to this Section 8. Any fees and expenses incurred by the indemnified party (including any fees and expenses incurred in connection with investigating or preparing to defend such action or proceeding) shall be paid to the indemnified party, as incurred, within thirty (30) days of written notice thereof to the indemnifying party; provided, however, that if it is ultimately determined that an indemnified party is not entitled to indemnification hereunder such indemnified party shall be obligated to repay the indemnifying party. Any such indemnified party shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be the expenses of such indemnified party unless (i) the indemnifying party has agreed to pay such fees and expenses or (ii) the indemnifying party shall have failed to promptly assume the defense of such action, claim or proceeding or (iii) the named parties to any such action, claim or proceeding (including any impleaded parties) include both such indemnified party and the indemnifying party, and such indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the indemnifying party and that the assertion of such defenses would create a conflict of interest such that counsel employed by the indemnifying party could not faithfully represent the indemnified party (in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such action, claim or proceeding on behalf of such indemnified party, it being understood, however, that the indemnifying party shall not, in connection with any one such action, claim or proceeding or separate but substantially similar or related actions, claims or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (together with appropriate local counsel) at any time for all such indemnified parties. No indemnifying party shall be liable to an indemnified party for any settlement of any action, proceeding or claim without the written consent of the indemnifying party, which consent shall not be unreasonably withheld. 9.4. If the indemnification required by this Section 8 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 8: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on claims, damages, liabilities or expenses, as well as the one hand, relative benefits received by indemnifying party and the indemnified party, on the other hand, with respect to the applicable offering of securitiesparties. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any Violation has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionViolation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8.1 and Section 8.2, any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) 8.4 were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c8.4(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 9.5. Notwithstanding If indemnification is available under this Section 8, the foregoing, no Amneal Group Member indemnifying parties shall be liable indemnify each indemnified party to contribute the full extent provided in this Section 8 without regard to the relative fault of such indemnifying party or indemnified party or any amount other equitable consideration referred to in excess Section 8.4. 9.6. The obligations of the dollar amount equal to Company and the sum of (i) the net proceeds received by such Amneal Group Member from the sale Selling Holders of Registrable Shares sold by such Amneal Group Member Securities under this Section 8 shall survive the completion of any offering of Registrable Securities pursuant to such a registration statement or prospectusunder this Agreement, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)and otherwise.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, agrees: (i) to indemnify and hold harmless, or cause to be indemnified harmless each Underwriter and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling Personsperson, if any, in any offering or sale who controls such Underwriter within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, against any losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party Underwriter or any such controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in (A) the Registration Statement, any registration statementPreliminary Prospectus, or any preliminary or final prospectus contained thereinthe Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto, (B) any free writing prospectus or any document incorporated by reference therein“issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or arise out of or are based upon (C) any Road Show, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in under which they were made, not misleading, or (iii) any alleged act or failure to act by any Underwriter in connection with, or relating in any manner to, the Securities or the offering contemplated hereby, and which is included as part of or referred to in any loss, claim, damage, liability or action arising out of or based upon matters covered by clause (i) or (ii) above; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, or such amendment or supplement, or any free writing prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act or any Road Show in reliance upon and in conformity with written information furnished to the Company by or through the Representative specifically for use in the preparation thereof, such information being the selling concession figure in the first paragraph under the caption “Underwriting—Discounts, Commissions and Expenses” and the Company shallinformation set forth under the caption “Underwriting—Price Stabilization, Short Positions and it hereby agrees toPenalty Bids” concerning stabilizing transactions, reimburse, upon request, short sales and passive market making in the Preliminary Prospectus and Prospectus (the “Underwriter Information”). (ii) to reimburse each Underwriter and each such Amneal Group Member controlling person upon demand for any legal or other out-of-pocket expenses reasonably incurred and documented by them such Underwriter or such controlling person in connection with investigating or defending any such Claims; providedloss, howeverclaim, damage or liability, action or proceeding or in responding to a subpoena or governmental inquiry related to the offering of the Securities, whether or not such Underwriter or controlling person is a party to any action or proceeding. In the event that it is finally judicially determined that the Company shall Underwriters were not be liable entitled to any Amneal Group Member receive payments for legal and other expenses pursuant to this subparagraph, the Underwriters will promptly return all sums that had been advanced pursuant hereto. (or b) Each Underwriter severally and not jointly will indemnify and hold harmless the Company, each of its officers, directors, employee each of its officers who have signed the Registration Statement and controlling Personseach person, if any) in , who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities to which the Company or any such case to director, officer, or controlling person may become subject under the extent that any Securities Act or otherwise, insofar as such Claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by (i) any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any registration statementPreliminary Prospectus, or any preliminary or final prospectus contained thereinthe Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto, in any free writing prospectus or any document incorporated by reference thereinRoad Show, or arise out of or are based upon any (ii) the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, ; and each Amneal Group Member shall, and it hereby agrees to, will reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company or any such director, officer, or controlling person in connection with investigating or defending any such Claimsloss, claim, damage, liability, action or proceeding; provided, however, that each Underwriter will be liable in each case to the extent, but only to the extent extent, that such untrue statement or alleged untrue statement or omission or alleged omission was has been made in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto, in any free writing prospectus, or Road Show in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusUnderwriter Information. (c) Amneal Group In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section, such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing. No indemnification provided for in Section 8(a) or (b) shall be available to any party who shall fail to give notice as provided in this Subsection if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was materially prejudiced by the failure to give such notice, but the failure to give such notice shall not relieve the indemnifying party or parties from any liability which it or they may have to the indemnified party for contribution or otherwise than on account of the provisions of Section 5(a) or (b). In case any such proceeding shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party and shall pay as incurred the reasonable fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel at its own expense. Notwithstanding the foregoing, the indemnifying party shall pay as incurred (or within 30 days of presentation) the reasonable fees and expenses of the outside counsel retained by the indemnified party in the event (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party shall have failed to assume the defense and employ counsel reasonably acceptable to the indemnified party within a reasonable period of time after notice of commencement of the action. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local outside counsel) for all such indemnified parties. Such firm shall be designated in writing by you in the case of parties indemnified pursuant to Section 5(a) and by the Company agree that if, in the case of parties indemnified pursuant to Section 5(b). The indemnifying party shall not be liable for any reasonsettlement of any proceeding effected without its written consent but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, the indemnifying party will not, without the prior written consent of the indemnified party, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding of which indemnification provisions contemplated by may be sought hereunder (whether or not any indemnified party is an actual or potential party to such claim, action or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified party from all liability arising out of such claim, action or proceeding. (d) If the indemnification provided for in this Section 5.8(a) or Section 5.8(b) are is unavailable to or are insufficient to hold harmless an indemnified party under Section 5(a) or (b) above in respect of any Claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the indemnifying party, Company on the one hand, hand and the indemnified party, Underwriters on the other handin connection with the statements or omissions which resulted in such losses, with claims, damages or liabilities, (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the applicable offering total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of securitiesthe Prospectus. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Issuer on the one hand or by such indemnified party, the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Underwriters agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) Subsection were to be determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take into account of the equitable considerations referred to above in the preceding sentences of this Section 5.8(c)Subsection. The amount paid or payable by an indemnified party as a result of the Claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) referred to above in this Subsection shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding action or claim. No Person Notwithstanding the provisions of this Subsection, (i) no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions applicable to the Securities purchased by such Underwriter and (ii) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding The Underwriters’ obligations in this Subsection to contribute are several in proportion to their respective underwriting obligations and not joint. (e) In any proceeding relating to the foregoingRegistration Statement, no Amneal Group Member any Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus or any supplement or amendment thereto, any free writing prospectus, or Road Show each party against whom contribution may be sought under this Section hereby consents to the jurisdiction of any court having jurisdiction over any other contributing party, agrees that process issuing from such court may be served upon him or it by any other contributing party and consents to the service of such process and agrees that any other contributing party may join him or it as an additional defendant in any such proceeding in which such other contributing party is a party. (f) Any losses, claims, damages, liabilities or expenses for which an indemnified party is entitled to indemnification or contribution under this Section shall be liable paid by the indemnifying party to contribute any amount the indemnified party as such losses, claims, damages, liabilities or expenses are incurred. The indemnity and contribution agreements contained in excess this Section and the representations and warranties of the dollar amount equal to the sum Company set forth in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter, the net proceeds received by such Amneal Group Member from Company, its directors or officers or any persons controlling the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusCompany, minus (ii) acceptance of any amounts paid Securities and payment therefor hereunder, and (iii) any termination of this Agreement. A successor to any Underwriter, or payable by such Amneal Group Member pursuant to Section 5.8(b) (except the Company, its directors or officers, or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in the case of fraud or willful misconduct)this Section.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any equity securities of the Corporation under the Securities Act or applicable Canadian securities Laws, the Company shallCorporation will, and it hereby agrees does agree to, indemnify and hold harmless, in the case of any registration statement or cause prospectus filed pursuant to be indemnified Section 2, 3 or 4 hereof, the seller of any Registrable Shares covered by such registration statement or prospectus, its respective directors and held harmlessofficers, partners and members, each Amneal Group Member other Person who participates as an underwriter in the offering or sale of such securities, and its respective officers, directors, employees and controlling Personseach other Person, if any, in who controls such seller or any offering or sale such underwriter within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act, against any losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)expenses, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, applicable Canadian securities Laws or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement or prospectus under which such securities were registered under the Securities Act, or any preliminary or prospectus, final prospectus contained thereinincluded therein or filed with applicable Canadian securities regulatory authorities, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyii) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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; provided, and each Amneal Group Member shallhowever, and it hereby agrees to, reimburse that the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company Corporation shall not be liable in connection with investigating or defending any such Claims, in each case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon (x) an untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, any such preliminary prospectus, final prospectus or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly Corporation for use therein that is in the subject of preparation thereof by such seller or underwriter, as the case may be, or (y) an untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such Claims in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission made in any preliminary prospectus but notified to state a material fact relates such seller and underwriter prior to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal sale or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale disposition of Registrable Shares sold and subsequently corrected by the Corporation in any final prospectus, amendment or supplement made available to such seller or underwriter but which final prospectus, amendment or supplement was not used by such Amneal Group Member pursuant seller or underwriter in the sale or other disposition of Registrable Shares that gave rise to such registration statement loss, claim, damage, liability (or prospectus, minus (iiaction or proceeding in respect thereof) or expense. This indemnity shall be in addition to any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in liability the case of fraud or willful misconduct)Corporation may otherwise have.

Indemnification; Contribution. (a) In The Company agrees to indemnify, to the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmlessapplicable law, each Amneal Group Member and Holder of Registrable Securities, its respective officers, directors, employees employees, agents and controlling Persons, if any, in any offering or sale Affiliates and each Person that controls such Holder (within the meaning of the Registrable Shares, Securities Act) against any all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable attorneys’ fees and expenses, and expenses of counsel) (collectively, “Claims”investigation), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, arise arising out of or are based upon an resulting from any untrue statement or alleged untrue statement of a material fact contained in any registration statement, prospectus or any preliminary or final prospectus contained therein, or any amendment thereof or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented violation or alleged violation by the Company of the Securities Act, the Exchange Act, any applicable state securities law (or any rule or regulation promulgated under any applicable state securities law), except insofar as the same are contained in any information furnished in writing to the Company by such Holder expressly for use therein or by such Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such Holder with a sufficient number of copies of the same. In connection with investigating an Underwritten Offering, the Company shall indemnify the underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities. (b) To the extent permitted by applicable law, each Holder shall indemnify the Company, its directors, officers, employees, agents and Affiliates and each Person that controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including attorneys’ fees and expenses, and expenses of investigation) arising out of or defending resulting from any such Claimsuntrue or alleged untrue statement of material fact contained in the registration statement, in each case prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement omission is contained in any information or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information affidavit so furnished to the Company in writing by the Amneal Group Member or its Representative expressly for use therein that is the subject of the untrue statement or omissionsuch Holder; provided, however, provided that the liability of obligation to indemnify shall be individual, not joint and several, for each Amneal Group Member hereunder Holder and shall be limited to an amount equal to the dollar net amount of the net proceeds received by such Amneal Group Member Holder from the sale of Registrable Shares sold by such Amneal Group Member Securities pursuant to such registration statement or prospectusstatement. (c) Amneal Group Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. Notwithstanding the indemnifying party’s rights in the prior sentence, the indemnified party shall have the right to employ its own counsel (and one local counsel), and the Company agree indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would in the reasonable judgment of the indemnified party present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and, based on advice of counsel to the indemnified party, the indemnified party shall have legal defenses available to it and/or other indemnified parties that ifare inconsistent with or in addition to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after written notice of the institution of such action has been delivered to the indemnifying party; or (iv) the indemnifying party shall have requested the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general circumstances or allegations, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for all indemnified parties. If such defense is assumed, the indemnifying party shall not be subject to any liability for any reasonsettlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement or compromise that does not include as an unconditional term thereof the giving by the claimant or plaintiff therein, to such indemnified party, of a release from all liability in respect of such claim or litigation. (d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the Transfer of Registrable Securities. (e) If the indemnification provisions contemplated required by this Section 5.8(a) or Section 5.8(b) are 6 from the indemnifying party is unavailable to or are insufficient to hold harmless an indemnified party hereunder in respect of any Claims losses, claims, damages, liabilities or expenses referred to thereinin this Section 6: (i) The indemnifying party, then each in lieu of indemnifying party such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying partyparty and indemnified parties in connection with the actions which resulted in such losses, on the one handclaims, and the indemnified partydamages, on the liabilities or expenses, as well as any other hand, with respect to the applicable offering of securitiesrelevant equitable considerations. The relative fault of such indemnifying party and indemnified party parties shall be determined by reference to, among other things, whether the untrue any violation referred to in this Section 6 has been committed by, or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by by, such indemnifying party or by such indemnified partyparties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omissionviolation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 6(a) and Section 6(b), any legal or other fees or expenses reasonably incurred by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as connection with any other relevant equitable considerations. investigation or proceeding. (ii) The parties hereto agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c6(e) were to be determined by a pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c6(e)(i). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct).

Indemnification; Contribution. (a) In Subject to the event terms and conditions of this Section 6.10, the Corporation shall indemnify and hold harmless (i) each Selling Holder, its Affiliates and any Registrable Shares are included in a Permitted Transferee, including their respective directors, officers, employees, advisers, agents, administrators and successors and assigns with respect to any registration statement contemplated by filed pursuant to this Agreement, (ii) any underwriter or selling agent selected by the Company shall, and it hereby agrees to, indemnify and hold harmless, Requesting Holders or cause to be indemnified and held harmless, each Amneal Group Member and its respective officers, directors, employees and controlling Personsother securities professional, if any, in any offering or sale which facilitates the disposition of the Registrable SharesSecurities with respect to such Registrable Securities and (iii) each person who controls the Selling Holders or Affiliates thereof or such underwriter, selling agent or securities professional, including their respective directors, officers, employees, advisers, agents, administrators and successors and assigns, and any underwriter or selling agent, within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, against any losses, claims, damages damages, liabilities or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelyeach a "Loss" and collectively "Losses"), “Claims”)joint or several, to which each the Selling Holders or any such indemnified party persons may become subjectsubject under the Securities Act or otherwise, insofar as to the extent that such Claims Losses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or related actions or proceedings in respect thereof, proceedings) arise out of or are based upon an (A) any untrue statement or alleged untrue statement of a material fact contained in a registration statement, offering circular or other document or any amendments or supplements thereto, in which such Registrable Securities are to be or were included for registration under the Securities Act, or any omission or alleged omission to state a material fact required to be stated or necessary to make the statements in such registration statement, offering circular or other document, as amended or supplemented, not misleading (B) any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus if used prior to the effective date of the registration statement, or any preliminary or final prospectus contained therein(as supplemented, if the Corporation shall have filed with the SEC any supplement thereto) if used during the period in which the Corporation is required to keep the registration statement to which such prospectus relates current and otherwise in compliance with Section 10(a) of the Securities Act, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to the make the statements thereinin such preliminary prospectus or final prospectus, in the light of the circumstances in under which they such statements were made, not misleadingmisleading or (C) any material violation or alleged material violation of the Securities Act, the Exchange Act, the rules and regulations as promulgated of the Securities Act and the Exchange Act, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claimsstate securities laws; provided, however, that the Company Corporation shall not be liable to any Amneal Group Member (or its officers, directors, employee Person and controlling Persons, if any) in shall have no obligation to provide any such case indemnification hereunder to the extent that any such Claims Losses (or actions or proceedings in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, offering circular or preliminary or final other document prospectus, or amendment or supplement theretoas the case may be, in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company Corporation by a Person seeking such indemnification or on such Person's behalf specifically for inclusion in writing such document. The indemnity provided in this Section 6.10 shall remain in full force and effect regardless of any investigation made by such Amneal Group Member or on behalf of the Selling Holders or any such Amneal Group Member by any Representative other persons and shall survive the transfer of the Amneal Group MemberRegistrable Securities by the Selling Holders or any such other persons. Notwithstanding anything provided herein to the contrary, expressly for use therein, that is (i) the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, Corporation shall not be liable in any offering such case to the extent that any such losses, claims, damages, liabilities or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, expenses arise out of or are based upon an untrue statement or omission made in any preliminary prospectus if (x) such Selling Holder or underwriter failed to send or deliver a copy of the prospectus with or prior to the delivery of written confirmation of the sale of Registrable Securities, (y) the prospectus would have completely corrected such untrue statement or omission and (z) the Corporation delivered a copy of such prospectus to such Selling Holder or underwriter prior to such written confirmation of sale; and (ii) the Corporation shall not be liable in any such case to the extent that any such losses, claims, damages, liabilities or expenses arise out of or is based upon an untrue statement or alleged untrue statement of a material fact contained or omission or alleged omission in any registration the prospectus, if such untrue statement, omission or any preliminary or final prospectus contained therein, or any alleged omission is completely corrected in an amendment or supplement theretoto the prospectus and if, having previously been furnished by or on behalf of the Corporation with copies of the prospectus as so amended or supplemented, such Selling Holder or underwriter thereafter sells Registrable Securities pursuant to the Registration Statement and fails to deliver such prospectus as so amended or supplemented, prior to or concurrently with the sale of a Registrable Security to the Person asserting such damages who purchased such Registrable Security from such Selling Holder or underwriter after such Selling Holder's or underwriter's receipt of such prospectus as so amended or supplemented by or on behalf of the Corporation. (b) Each Selling Holder shall severally, and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 6.10 hereof) the Corporation, each director, officer and employee of the Corporation and each other person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, the Corporation's investment advisers and agents, and each of their respective heirs, executors, administrators and successors and assigns, against any document incorporated by reference thereinLosses to which such Person may become subject under the Securities Act or otherwise, to the extent that such Losses (or related actions or proceedings) arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only to the extent that such untrue statement or alleged untrue statement in or omission or alleged omission from any registration statement filed by the Corporation pursuant to this Agreement, any prospectus included in such registration statement, any offering circular or other document or any amendment or supplement to such registration statement, prospectus, offering circular or other document, as the case may be, of a material fact if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing Corporation or any of its representatives by such Selling Holder or such other Persons, if any, who control the Amneal Group Member or its Representative expressly for use therein that is Selling Holder within the subject meaning of Section 15 of the untrue statement Securities Act or omissionSection 20 of the Exchange Act, or on the Selling Holder's behalf, specifically for inclusion in such registration statement, prospectus, offering circular or other document, as the case may be; provided, however, that the such Selling Holder's aggregate liability of each Amneal Group Member hereunder under this Agreement shall be limited to an amount equal to the dollar amount of the net proceeds (after deducting the underwriters' discount and the expenses incurred in connection with the applicable offering) received by such Amneal Group Member the Selling Holder from the its sale of Registrable Shares sold by such Amneal Group Member securities effected pursuant to such registration statement or prospectusregistration. (c) Amneal Group Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding (an "Action") involving a claim referred to in Section 6.10(a) and 6.10(b), such indemnified party shall, if indemnification is sought against an indemnifying party, give written notice to the indemnifying party of the commencement of such Action; provided, however, that the failure of any indemnified party to give said notice shall not relieve the indemnifying party of its obligations under Section 6.10(a) and 6.10(b), as the case may be, except to the extent that the indemnifying party is actually and materially prejudiced by such failure. In case an Action is brought against any indemnified party, and such indemnified party notifies an indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party). Notwithstanding the foregoing, the indemnified party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party, unless (i) the employment of such counsel shall have been authorized in writing by the indemnifying party, (ii) the indemnifying party shall not have employed counsel (reasonably satisfactory to the indemnified party) to take charge of the defense of such Action, within a reasonable time after notice of the commencement thereof or (iii) such indemnified party reasonably shall have concluded that there may be defenses available to it which are different from or additional to those available to the indemnifying party or that a conflict of interest exists between the indemnified party and the Company agree that ifindemnifying party. If any of the events specified in clauses (i), (ii) or (iii) of the preceding sentence shall have occurred or otherwise shall be applicable, then the fees and expenses of one counsel (or firm of counsel) for the indemnified party shall be borne by the indemnifying party. Anything in this Section 6.10(c) to the contrary notwithstanding, an indemnifying party shall not be liable for the settlement of any reasonaction effected without its prior written consent (which consent shall not unreasonably be withheld or delayed), but if settled with the prior written consent of the indemnifying party, or if there be a final judgment adverse to the indemnified party, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior consent of the indemnified party, consent to entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of the indemnified party from all liability in respect of such claim or litigation. Each indemnified party shall furnish such information regarding itself or the claims in question as the indemnifying party may reasonably request in writing and as shall be required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provisions contemplated by provided for in this Section 5.8(a) 6.10 is unavailable or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to thereinLosses, then each indemnifying party shall shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of such Claims Losses which amount shall include, without limitation, the legal fees and other expenses incurred by such indemnified party in connection with the investigation and defense in such proportion as is appropriate to reflect the relative fault of the indemnifying partyCorporation, on the one hand, and the indemnified partyparties to be indemnified pursuant to this Section 6.10, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ ' relative intent, knowledge, access to information and opportunity to correct or mitigate the damage in respect of or prevent such any untrue statement or omissionomission or alleged untrue statement or omission giving rise to such indemnification obligation. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Corporation and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holders agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) 6.10 were to be determined by pro rata allocation or by any other method of allocation which does did not take into account of the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimabove. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member . (e) Periodic payments of amounts required to be paid pursuant to this Section 6.10 shall be liable to contribute any amount in excess made during the course of the dollar amount equal investigation or defense, as and when reasonably itemized bills therefor are delivered to the sum indemnifying party in respect of any particular Loss as incurred. (if) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant The remedies provided in this Section 6.10 are not exclusive and should not limit any right or remedies that may otherwise be available to such registration statement an indemnified party at law or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)equity.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any securities of the Company under the Securities Act, the Company shallwill, and it hereby agrees todoes, indemnify and hold harmlessharmless in the case of any registration statement filed pursuant to Section 2, 3 or cause to be indemnified 4 hereof, the holder of any Registrable Securities covered by such registration statement, its directors and held harmlessofficers, each Amneal Group Member officer and its respective officersdirector of each underwriter, directors, employees each other person who participates as an underwriter in the offering or sale of such securities and controlling Personseach other person, if any, in who controls such holder or any offering or sale such underwriter within the meaning of the Registrable Shares, Securities Act against any losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party holder or any such director or officer or participating or controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings or investigations in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the Securities Act, or any preliminary or prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyy) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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, or (z) any violation by the Company of any securities laws in connection with such registration, and the Company will reimburse such holder and each Amneal Group Member shallsuch director, officer, participating person and it hereby agrees to, reimburse the Company controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable to any seller, director, officer, participating person or controlling person in each any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument prepared by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation of such documents, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 7) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing through an instrument prepared by or under the Amneal Group Member direction of such sellers or its Representative expressly their underwriters specifically stating that it is for use therein in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and provided that (i) the obligation to provide indemnification pursuant to this Section 7(b) shall be several, and not joint and several, among such sellers and (ii) the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the subject proportion that the public offering price of the untrue shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not in any event to exceed the net proceeds received by such seller from the sale of Registrable Securities covered by such registration statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or omissionon behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such sellers. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in the preceding subdivisions of this Section 7, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the liability failure of each Amneal Group Member hereunder any indemnified party to give notice as provided herein shall be limited to an amount equal not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 7 except to the dollar amount of extent that the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of any Claims referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party is materially prejudiced as a result of such Claims in failure to give notice. In case any such proportion as action is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the brought against an indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toentitled to participate in and to assume the defense thereof, among jointly with any other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and . After notice from the parties’ relative intent, knowledge, access indemnifying party to information and opportunity such indemnified party of its election so to correct or prevent such statement or omission. If, howeverassume the defense thereof, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute not be liable to the amount paid or payable by such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the defense of such proportion claim(s) as is appropriate to reflect not only such relative faultsaforesaid, but also the relative benefits of (ii) the indemnifying party and the indemnified party shall have mutually agreed to the retention of separate counsel for the indemnified party, as well as or (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party); provided, however, in no event shall the indemnifying party be liable for the reasonable expenses of more than one counsel for all indemnified parties. No indemnifying party will consent to entry of any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation judgment or by enter into any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party of a release from all liability in connection respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, such consent not to be unreasonably withheld or delayed, but if settled with investigating such consent or defending if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such action, proceeding settlement or claim. No Person guilty of fraudulent misrepresentation judgment. (within the meaning of d) Indemnification similar to that specified in this Section 11(f) of the Securities Act7 (with appropriate modifications) shall be entitled given by the Company and each seller of Registrable Securities with respect to contribution from any Person who was not guilty required registration or other qualification of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute Registrable Securities under any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement federal or prospectus, minus (ii) any amounts paid state law or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)regulation.

Indemnification; Contribution. (a) In The Company shall indemnify, to the event any Registrable Shares are included in a registration statement contemplated fullest extent permitted by this Agreement, the Company shall, and it hereby agrees to, indemnify and hold harmless, or cause to be indemnified and held harmlessApplicable Law, each Amneal Group Member and holder of Registrable Securities, its respective officers, directors, partners, employees and controlling Personsagents, if any, in any offering or sale and each Person, if any, who controls such holder within the meaning of Section 15 of the Registrable SharesSecurities Act, against any all losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise), arise out joint or several, resulting from any violation by the Company of the provisions of the Securities Act or are based upon an any untrue statement or alleged untrue statement of a material fact contained in any registration statement, statement or prospectus (and as amended or supplemented if amended or supplemented) or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated caused by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 any prospectus, in light of the circumstances under which they were made) not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, in each case only except to the extent that such losses, claims, damages, liabilities (or proceedings in respect thereof) or expenses are caused by any untrue statement or alleged untrue statement contained in or by any omission or alleged omission from information concerning any holder furnished in writing to the Company by such holder expressly for use therein. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, no action or failure to act on the part of such underwriters (whether or not such underwriter is an Affiliate of any holder of Registrable Securities) shall affect the obligations of the Company to indemnify any holder of Registrable Securities or any other Person pursuant to the preceding sentence. If the Public Offering pursuant to any registration statement provided for under this Article III is made through underwriters, the Company agrees to enter into an underwriting agreement in customary form with such underwriters and the Company agrees to indemnify such underwriters, their officers, directors, employees and agents, if any, and each Person, if any, who controls such underwriters within the meaning of Section 15 of the Securities Act to the same extent as herein before provided with respect to the indemnification of the holders of Registrable Securities; provided that the Company shall not be required to indemnify any such underwriter, or any officer, director or employee of such underwriter or any Person who controls such underwriter within the meaning of Section 15 of the Securities Act, to the extent that the loss, claim, damage, liability (or proceedings in respect thereof) or expense for which indemnification is claimed results from such underwriter’s failure to send or give a copy of an amended or supplemented final prospectus to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with the Required Amneal Group Member Information furnished at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such amended or supplemented final prospectus prior to such written confirmation and the underwriter was provided with such amended or supplemented final prospectus. (b) In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder, severally and not jointly, shall indemnify, to the fullest extent permitted by Applicable Law, the Company, each underwriter and their respective officers, directors, employees and agents, if any, and each Person, if any, who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses resulting from any untrue statement or alleged untrue statement of a material fact, or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or preliminary prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case of any prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement is contained in or such omission is from information so concerning a holder furnished in writing by the Amneal Group Member or its Representative such holder expressly for use therein therein; provided that is the subject of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member such holder’s obligations hereunder shall be limited to an amount equal to the dollar amount net proceeds to such holder of the net proceeds received by such Amneal Group Member from the sale of Registrable Shares Securities sold by such Amneal Group Member pursuant to such registration statement. It is understood and agreed that the indemnification obligations of each holder of Registrable Securities pursuant to any underwriting agreement entered into in connection with any such registration statement or prospectusshall be limited to the obligations contained in this Section 3.7(b). (c) Amneal Group Any Person entitled to indemnification under the provisions of this Section 3.7 shall (i) give prompt notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist in respect of such claim, permit such indemnifying party to assume the Company agree that ifdefense of such claim, with counsel reasonably satisfactory to the indemnified party; and if such defense is so assumed, such indemnifying party shall not enter into any settlement without the consent of the indemnified party if such settlement attributes liability to the indemnified party and such indemnifying party shall not be subject to any liability for any reasonsettlement made without its consent (which shall not be unreasonably withheld); and any underwriting agreement entered into with respect to any registration statement provided for under this Article III shall so provide. In the event an indemnifying party shall not be entitled, or elects not, to assume the indemnification provisions contemplated defense of a claim, such indemnifying party shall not be obligated to pay the fees and expenses of more than one counsel or firm of counsel for all parties indemnified by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified such indemnifying party in respect of such claim, unless in the reasonable judgment of any Claims referred such indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties in respect to thereinsuch claim. (d) If for any reason the foregoing indemnity is unavailable, then each the indemnifying party shall contribute to the amount paid or payable by such the indemnified party as a result of such Claims losses, claims, damages, liabilities or expenses (i) in such proportion as is appropriate to reflect the relative fault of benefits received by the indemnifying party, party on the one hand, hand and the indemnified party, party on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, (ii) if the allocation in the first sentence of this Section 5.8(cprovided by clause (i) above is not permitted by applicable law, then each indemnifying party shall contribute Applicable Law or provides a lesser sum to the amount paid or payable by such indemnified party than the amount hereinafter calculated, in such proportion as is appropriate to reflect not only such the relative faults, benefits received by the indemnifying party on the one hand and the indemnified party on the other but also the relative benefits fault of the indemnifying party and the indemnified party, party as well as any other relevant equitable considerations. The parties hereto agree that it Notwithstanding the foregoing, no holder of Registrable Securities shall be required to contribute any amount in excess of the amount such holder would not be just and equitable if contributions pursuant have been required to this Section 5.8(c) were pay to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of if the Claims referred to above shall be deemed to include (subject to the limitations set forth in indemnity under Section 5.93.7(b) any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claimwas available. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member The obligation of any Person to contribute pursuant to this Section 3.7 shall be liable several and not joint. (e) An indemnifying party shall make payments of all amounts required to contribute any amount in excess be made pursuant to the foregoing provisions of this Section 3.7 to or for the account of the dollar amount equal indemnified party from time to time promptly upon receipt of bills or invoices relating thereto or when otherwise due or payable. (f) The indemnity and contribution agreements contained in this Section 3.7 shall remain in full force and effect regardless of any investigation made by or on behalf of a participating holder of Registrable Securities, its officers, directors, agents or any Person, if any, who controls such holder as aforesaid, and shall survive the sum Transfer of (i) the net proceeds received Equity Securities by such Amneal Group Member from holder and the sale termination of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) this Agreement for any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)reason.

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessCommerce, each Amneal Group Member and of its respective officers, directors, employees members and partners, and each person controlling Commerce, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the Registration Statement, and each underwriter, if any, in and each person who controls any offering or sale of the Registrable Sharesunderwriter, against any all claims, losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelysettlements, “Claims”), to which each if such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement settlements are effected with the written consent of the Company as provided herein)Company, or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like, any preliminary amendments or final prospectus contained therein, or supplements thereto and any amendment or supplement thereto, or any document documents incorporated by reference therein) incident to any such registration, qualification or compliance, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any other applicable securities laws or other federal, state or common law or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse Commerce, reimburseeach of its officers, upon requestdirectors, members and partners, and each person controlling Commerce, each such Amneal Group Member director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company by Commerce or such underwriter and stated to be specifically for use therein. Such indemnity obligation shall remain in writing full force and effect regardless of any investigation made by such Amneal Group Member or on behalf of such Amneal Group Member Commerce and shall survive the transfer of Registrable Securities by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omissionCommerce. (b) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, Commerce will indemnify the Company, each Amneal Group Member shallof its directors, officers and controlling persons, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Personseach underwriter, if any, in any offering of the Company’s securities covered by such a registration statement, each person who controls the Company or sale such underwriter within the meaning of its Registrable Shares the Securities Act or the Exchange Act or the rules and regulations thereunder, against any Claims to which each such indemnified party may become subjectall claims, insofar as such Claims losses, damages and liabilities (including any amounts paid in settlement as provided herein)or actions, proceedings or actions or proceedings settlements in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such registration statement, prospectus, offering circular or any preliminary or final prospectus contained thereinother document, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, will reimburse the Company and such directors, officers, members, partners, persons, underwriters or control persons for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly Commerce and stated to be specifically for use therein that is the subject of the untrue statement or omissiontherein; provided, however, that the liability of each Amneal Group Member Commerce hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by such Amneal Group Member Commerce from the sale of Registrable Shares sold by such Amneal Group Member pursuant Registered Securities as contemplated herein giving rise to such registration statement or prospectusliability. (c) Amneal Group Each party entitled to indemnification under this Section 4 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Company agree Indemnified Party may participate in such defense at such party’s expense, and provided further that ifthe failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, for unless such failure to notify materially adversely affects the Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any reasonsuch claim or litigation, shall, except with the indemnification provisions contemplated consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff to or are insufficient to hold harmless an indemnified party such Indemnified Party of a release from all liability in respect of such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 4 shall for any Claims referred to thereinreason be unenforceable or otherwise unavailable by an Indemnified Party, although otherwise available in accordance with its terms, then each Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such Claims Indemnified Party has claimed indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnified Party on the one hand, hand and the indemnified party, Indemnifying Party on the other handin connection with the statements or omissions which resulted in such losses, with respect to the applicable offering of securitiesclaims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of such indemnifying party and indemnified party an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or statement, omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified partythe Indemnified Party, and the such parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, alleged statement, omission or alleged omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Commerce agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into account the such equitable considerations referred to in the preceding sentences of this Section 5.8(c)considerations. The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims losses, claims, damages, liabilities or expenses referred to above herein shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal fees, charges or other fees or expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending against any action or claim which is the subject hereof. In no case, however, shall Commerce be responsible for a portion of the contribution obligation in excess of the net proceeds received by Commerce from the sale of securities as contemplated herein giving rise to such action, proceeding or claimliability. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding . (e) Anything to the foregoingcontrary contained in this Section 4 notwithstanding, no Amneal Group Member Commerce shall not be liable to contribute for any amount indemnification or contribution in excess of the dollar amount equal to the sum of (i) the net gross proceeds received by such Amneal Group Member it from the any sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Securities which has been registered hereunder.

Indemnification; Contribution. (a) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, the The Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause harmless to be indemnified and held harmlessthe full extent permitted by the law each Holder, each Amneal Group Member and of its respective officers, directors, agents, underwriters, attorneys, accountants and employees of each Holder, and each person controlling Personsthe Holder, if any, in any offering or sale within the meaning of Section 15 of the Registrable SharesSecurities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, against any all claims, losses, claims, damages or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”), to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof) arising out of, arise out of based on or are based upon an related to any untrue statement (or alleged untrue statement statement) of a material fact contained in any registration statementprospectus or other offering materials, (including, without limitation, any related Registration Statement, notification or the like) relating to any such registration, qualification or compliance, or any preliminary arising out of, based on or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon related to any omission (or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyomission) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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 each Amneal Group Member shall, and it hereby agrees to, reimburse or any violation by the Company for of the Securities Act or any legal state securities law or other out-of-pocket expenses reasonably incurred in either case, any rule or regulation thereunder applicable to the Company and documented by relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents, underwriters, attorneys, accountants and employees of each Holder, and each person controlling such Holder, for any legal and any other expenses reasonably incurred in connection with investigating or and defending any such Claimsclaim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of, is based on or related to any untrue statement or omission based upon written information furnished to the Company by the Holder and stated to be specifically for use therein. (b) The Company may require, as a condition to including any Registrable Shares in any registration statement filed pursuant to Section 1.2 ----------- or Section 1.4, that the Company shall have received an undertaking reasonably ----------- satisfactory to the Company from the Holder of such Registrable Shares to indemnify and hold harmless to the full extent permitted by the law the Company, each of its directors, officers, agents, attorneys, accountants and Company employees and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, each other shareholder (if any), and each of their officers, directors and partners, and each person controlling such other shareholder against all claims, losses, damages, liabilities and expenses (or actions in respect thereof) arising out of based on or related to any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and will reimburse the Company and such other shareholders and their directors, officers, agents, attorneys, accountants and Company employees and partners, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly Holder and stated to be specifically for use therein that is the subject of the untrue statement or omission; providedtherein, however, and provided that the liability of each Amneal Group Member hereunder maximum amount for which the Holder shall be limited to an amount equal to the dollar amount of liable under this indemnity shall not exceed the net proceeds received by such Amneal Group Member the Holder from the sale of the Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusShares. (c) Amneal Group and Each party entitled to indemnification under this Section 1.9 (the Company agree that if, for any reason, ----------- "Indemnified Party") shall give notice to the party required to provide indemnification provisions contemplated by Section 5.8(a(the "Indemnifying Party") or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect promptly after such Indemnified Party has actual knowledge of any Claims referred claim as to thereinwhich indemnity may be sought, then each indemnifying party and shall contribute permit the Indemnifying Party to assume the amount paid or payable by defense of any such indemnified party as a result claim in any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claims in such proportion as is appropriate to reflect claim or any litigation resulting therefrom, shall be approved by the relative fault of the indemnifying party, on the one handIndemnified Party (whose approval shall not be unreasonably withheld), and the indemnified Indemnified Party may participate in such defense at such party's expense, on and provided further that the other hand, with respect failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Article except to the applicable offering of securities. The relative fault of such indemnifying party extent that the Indemnifying Party is materially and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied adversely affected by such indemnifying party or by such indemnified partyfailure to provide notice. No Indemnifying Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence defense of this Section 5.8(c) is not permitted by applicable lawany such claim or litigation, then shall, except with the consent of each indemnifying party shall contribute Indemnified Party, consent to the amount paid entry of any judgment or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as enter into any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 5.8(c) were to be determined by pro rata allocation or by any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the preceding sentences of this Section 5.8(c). The amount paid or payable by claim in question as an indemnified party Indemnifying Party may reasonably request in writing and as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party required in connection with investigating or defending any such action, proceeding or claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty defense of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)claim and litigation resulting therefrom.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a ----------------------------- registration statement contemplated by this Agreementof any securities of the Company under the Securities Act, the Company shallwill, and it hereby agrees todoes, indemnify and hold harmlessharmless in the case of any registration statement filed pursuant to Section 2 or 3, or cause to be indemnified the holder of any Registrable Securities covered by such registration statement, its directors and held harmlessofficers, each Amneal Group Member officer and its respective officersdirector of each underwriter, directors, employees each other person who participates as an underwriter in the offering or sale of such securities and controlling Personseach other person, if any, in who controls such holder or any offering or sale such underwriter within the meaning of the Registrable Shares, Securities Act against any losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party holder or any such director or officer or participating or controlling person may become subjectsubject under the Securities Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings or investigations in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the Securities Act, or any preliminary or prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyy) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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, or (z) any violation by the Company of any securities laws, and the Company will reimburse such holder and each Amneal Group Member shallsuch director, officer, participating person and it hereby agrees to, reimburse the Company controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; provided, however, that the Company shall not -------- ------- be liable to any seller, director, officer, participating person or controlling person in each any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company in an instrument executed by or under the direction of such seller, director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by such seller. The Company shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by any seller of Registrable Securities or the underwriters. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Company shall have received an undertaking satisfactory to it from the prospective sellers of such securities and their underwriters, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director of the Company, each officer of the Company who shall sign such registration statement and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing through an instrument duly executed by the Amneal Group Member such sellers or its Representative expressly their underwriters specifically stating that it is for use therein that is in the subject preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the untrue statement Company or omission; providedany such director, howeverofficer or controlling person and shall survive the transfer of such securities by such sellers. Anything contained herein to the contrary notwithstanding, that the maximum liability of each Amneal Group Member hereunder prospective seller in the case of each prospective seller shall be limited to an amount equal to the dollar amount of the net proceeds actually received by such Amneal Group Member prospective seller from the sale of such Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusSecurities. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice of the commencement of any Claims action or proceeding involving a claim referred to thereinin the preceding subdivisions of this Section 6, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, -------- however, that the failure of any indemnified party to give notice as provided ------- herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's rights are prejudiced, or liabilities and obligations under this Section 6 are increased, as a result of such Claims in failure to give notice. In case any such proportion as action is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the brought against an indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toentitled to participate in and to assume the defense thereof, among jointly with any other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and . After notice from the parties’ relative intent, knowledge, access indemnifying party to information and opportunity such indemnified party of its election so to correct or prevent such statement or omission. If, howeverassume the defense thereof, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute not be liable to the amount paid or payable by such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in such proportion connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as is appropriate to reflect not only such relative faultsaforesaid, but also the relative benefits of (ii) the indemnifying party and the indemnified party, as well as party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other relevant equitable considerationsperson represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party). The parties hereto agree that it would not be just and equitable if contributions pursuant No indemnifying party will consent to this Section 5.8(c) were to be determined by pro rata allocation entry of any judgment or by enter into any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party of a release from all liability in connection respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party (which consent shall not be unreasonably withheld), but if settled with investigating such consent or defending if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such action, proceeding settlement or claim. No Person guilty judgment. (d) Indemnification and contribution similar to that specified in this Section 6 (with appropriate modifications) shall be given by the Company and each seller of fraudulent misrepresentation (within the meaning Registrable Securities with respect to any required registration or other qualification of Section 11(f) of such Registrable Securities under any federal or state law or regulation or governmental authority other than the Securities Act. (e) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess The rights and obligations of the dollar amount equal to parties under this Section 6 shall survive any termination of the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Purchase Agreement.

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlessthe Investor, each Amneal Group Member and of its respective officers, directors, employees members and partners, and each person controlling such Investor, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, in and each person who controls any offering or sale of the Registrable Sharesunderwriter, against any all claims, losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelysettlements, “Claims”), to which each if such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement settlements are effected with the written consent of the Company as provided herein)Company, or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification of the like) incident to any such registration, qualification or any preliminary or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated sated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse the Investor, reimburseeach of its officers, upon requestdirectors, members and partners, and each person controlling such Investor, each such Amneal Group Member director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member Investor or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly underwriter and stated to be specifically for use therein, that is the subject of the untrue statement or omission. (b) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Investor will indemnify the Company, each Amneal Group Member shalldirector, officer and hereby agrees to, indemnify and hold harmless controlling person of the Company and its officerseach officer of the Company who signed the registration statement, directors, employees and controlling Personseach underwriter, if any, in and each person who controls any offering underwriter, against all claims, losses, damages and liabilities (or sale actions, proceedings or settlements, if such settlements are effected with the written consent of its Registrable Shares against any Claims to which each such indemnified party may become subjectthe Investor, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document in which the Investor's shares are included (including any related registration statement, notification of the like) incident to any such registration, qualification or any preliminary or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, reimburse the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating or defending any such Claims, misleading in each case only to the extent that any such untrue statement claim, loss, damage, liability or alleged expense arises out of or is based on any untrue statement or omission made in such registration statement, prospectus, offering circular or alleged omission was made other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Investor and stated to be specifically for use therein, or any violation by the Amneal Group Member or its Representative expressly for use therein that is the subject Investor of the untrue statement Securities Act or omission; provided, however, that the liability of each Amneal Group Member hereunder shall be limited to an amount equal Exchange Act or any rule or regulation thereunder applicable to the dollar amount Investor and relating to action or inaction required of the net proceeds received by Investor in connection with any such Amneal Group Member from registration, qualification or compliance, and will reimburse the sale Company, each of Registrable Shares sold by its officers, directors, and each person controlling the Company, each such Amneal Group Member pursuant to underwriter and each person who controls any such registration statement underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or prospectussettling any such claim, loss, damage, liability, action or proceeding. (c) Amneal Group The party entitled to indemnification under this Section 3 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Company agree Indemnified Party may participate in such defense at such party's expense, and provided further that ifthe failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, for unless such failure to notify materially adversely affects the Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any reasonsuch claim or litigation, shall, except with the indemnification provisions contemplated consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff to or are insufficient to hold harmless an indemnified party such Indemnified Party of a release from all liability in respect of such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 3 shall for any Claims referred to thereinreason be unenforceable by an Indemnified Party, although otherwise available in accordance with its terms, then each Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such Claims Indemnified Party has claimed indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnified Party on the one hand, hand and the indemnified party, Indemnifying Party on the other handin connection with the statement or omissions which resulted in such losses, with respect to the applicable offering of securitiesclaims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of such indemnifying party and indemnified party an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or statement, omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified partythe Indemnified Party, and the such parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, alleged statement, omission or alleged omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Company and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Investor agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into account the such equitable considerations referred to in the preceding sentences of this Section 5.8(c)consideration. The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims losses, claims, damages, liabilities or expenses referred to above herein shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses expense reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending against any action or claim which is the subject hereof. In no case, however, shall Investor be responsible for a portion of the contribution obligation in excess of the net proceeds to such action, proceeding or claimInvestor of securities sold as contemplated herein. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(fSection11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding . (e) Anything to the foregoingcontrary contained in this Section 3 notwithstanding, no Amneal Group Member Investor shall be liable to contribute for any amount indemnification or contribution in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member it from the any sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Stock which has been registered hereunder.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any securities of the Purchaser under the U.S. Securities Act, the Company shallPurchaser will, and it hereby agrees todoes, indemnify and hold harmlessharmless in the case of any registration statement filed pursuant to Section 2 or 3, or cause to be indemnified the Vendor, its directors and held harmlessofficers, each Amneal Group Member officer and its respective officersdirector of each underwriter, directors, employees each other person who participates as an underwriter in the offering or sale of such securities and controlling Personseach other person, if any, in who controls such holder or any offering or sale such underwriter within the meaning of the Registrable Shares, U.S. Securities Act against any losses, claims, damages damages, liabilities and expenses, joint or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)several, to which each such indemnified party holder or any such director or officer or participating or controlling person may become subjectsubject under the U.S. Securities Act, the U.S. Exchange Act or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings or investigations in respect thereof, ) arise out of or are based upon an (x) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement under which such securities were registered under the U.S. Securities Act, or any preliminary or prospectus (unless, with respect to the indemnification of the officers and directors of each underwriter and each other person participating as an underwriter, any such statement is corrected in a subsequent prospectus and the underwriters are given the opportunity to circulate the corrected prospectus to all persons receiving the preliminary prospectus), final prospectus contained or summary prospectus included therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyy) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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, or (z) any violation by the Purchaser of any securities laws, and the Purchaser will reimburse the Vendor and each Amneal Group Member shallsuch director, officer, participating person and it hereby agrees to, reimburse the Company controlling person for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company them in connection with investigating or defending any such Claimsloss, claim, liability, action or proceeding; provided, however, that the Purchaser shall not be liable to the Vendor or any such director, officer, participating person or controlling person in each any such case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Purchaser in an instrument executed by or under the direction of the Vendor or such director, officer, participating person or controlling person for use in the preparation thereof, which information was specifically stated to be for use in the registration statement, prospectus, offering circular or other document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Vendor or any such director, officer, participating person or controlling person and shall survive the transfer of such securities by the Vendor. The Purchaser shall agree to provide for contribution relating to such indemnity as shall be reasonably requested by the Vendor or the underwriters. (b) The Purchaser may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(a), that the Purchaser shall have received an undertaking satisfactory to it from the Vendor and its underwriters, to indemnify and hold harmless the Purchaser, each director of the Purchaser, each officer of the Purchaser who shall sign such registration statement and each other person, if any, who controls the Purchaser within the meaning of the U.S. Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus included therein, or any amendment or supplement thereto, but only if such statement or omission was made in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing Purchaser through an instrument duly executed by the Amneal Group Member Vendor or its Representative expressly underwriters specifically stating that it is for use therein in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, provided that is the subject obligations of the untrue statement or omission; provided, however, that the liability of each Amneal Group Member hereunder Vendor under any such provision shall be limited to an amount equal to the dollar amount net proceeds to it from sales of Registrable Securities sold as contemplated herein. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the net proceeds received Purchaser or any such director, officer or controlling person and shall survive the transfer of such securities by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectusVendor. (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated Promptly after receipt by Section 5.8(a) or Section 5.8(b) are unavailable to or are insufficient to hold harmless an indemnified party in respect of notice of the commencement of any Claims action or proceeding involving a claim referred to thereinin the preceding subdivisions of this Section 6, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Section 6 except to the extent that the indemnifying party's liabilities and obligations under this Section 6 are increased as a result of such Claims in failure to give notice. In case any such proportion as action is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the brought against an indemnified party, on the other hand, with respect to the applicable offering of securities. The relative fault of such indemnifying party and indemnified party shall be determined by reference toentitled to participate in and to assume the defense thereof, among jointly with any other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by similarly notified, to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and . After notice from the parties’ relative intent, knowledge, access indemnifying party to information and opportunity such indemnified party of its election so to correct or prevent such statement or omission. If, howeverassume the defense thereof, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then each indemnifying party shall contribute not be liable to the amount paid or payable by such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in such proportion connection with the defense thereof unless (i) the indemnifying party shall have failed to retain counsel for the indemnified party as is appropriate to reflect not only such relative faultsaforesaid, but also the relative benefits of (ii) the indemnifying party and the indemnified party, as well as party shall have mutually agreed to the retention of such counsel or (iii) representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other relevant equitable considerationsperson represented by such counsel in such proceeding or the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party. The parties hereto agree that it would not be just and equitable if contributions pursuant No indemnifying party will consent to this Section 5.8(c) were to be determined by pro rata allocation entry of any judgment or by enter into any other method of allocation settlement which does not take into account include as an unconditional term thereof the equitable considerations referred giving by the claimant or plaintiff to in the preceding sentences of this Section 5.8(c). The amount paid or payable by an indemnified party as a result of the Claims referred to above shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party of a release from all liability in connection respect to such claim or litigation. The indemnifying party shall not be liable for any settlement of any proceeding effected without the written consent of such indemnifying party, but if settled with investigating such consent or defending if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify each indemnified party from and against any loss or liability by reason of such action, proceeding settlement or claim. No Person guilty of fraudulent misrepresentation judgment. (within the meaning of d) Indemnification similar to that specified in this Section 11(f) of the Securities Act6 (with appropriate modifications) shall be entitled given by the Purchaser and the Vendor with respect to contribution from any Person who was not guilty required registration or other qualification of such fraudulent misrepresentation. Notwithstanding Registrable Securities under any federal or state law or regulation or governmental authority other than the foregoing, no Amneal Group Member shall be liable to contribute any amount in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member from the sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)U.S. Securities Act.

Indemnification; Contribution. (a) In To the event any Registrable Shares are included in a registration statement contemplated extent permitted by this Agreementlaw, the Company shall, and it hereby agrees to, will indemnify and hold harmless, or cause to be indemnified and held harmlesseach Holder, each Amneal Group Member and of its respective officers, directors, employees members and partners, and each person controlling such Holder, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, each director and controlling Personsperson of the Company and each officer of the Company who signed the registration statement, and each underwriter, if any, in and each person who controls any offering or sale of the Registrable Sharesunderwriter, against any all claims, losses, claimsdamages and liabilities (or actions, damages proceedings or liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectivelysettlements, “Claims”), to which each if such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement settlements are effected with the written consent of the Company as provided herein)Company, or actions or proceedings in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any preliminary such registration, qualification or final prospectus contained thereincompliance, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, therein not misleading, and or any violation by the Company shallof the Securities Act or the Exchange Act or any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and it hereby agrees towill reimburse each such Holder, reimburseeach of its officers, upon requestdirectors, members and partners, and each person controlling such Holder, each such Amneal Group Member director, controlling person and officer, each such underwriter and each person who controls any such underwriter, for any legal or and any other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding; provided, however, that the Company shall will not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if any) in any such case to the extent that any such Claims arise claim, loss, damage, liability or expense arises out of or are is based upon an on any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, offering circular or amendment or supplement thereto, other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by such Amneal Group Member Holder or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly underwriter and stated to be specifically for use therein, that is the subject of the untrue statement or omission. (b) In To the event any extent permitted by law, each Holder will, if Registrable Shares Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors, officers and controlling persons, and each underwriter, if any, of the Company's securities covered by such a registration statement contemplated by this Agreementstatement, each Amneal Group Member shallperson who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act or the rules and regulations thereunder, each other such Holder and Other Stockholder (if and to the extent such Other Stockholder has agreed to indemnify the Holders as set forth in this clause (b)) including Registrable Securities and other securities in the securities as to which such registration, qualification or compliance is being effected, and hereby agrees to, indemnify and hold harmless the Company and its each of their officers, directors, employees members and partners, and each person controlling Personssuch Holder or Other Stockholder, if anyagainst all claims, in any offering losses, damages and liabilities (or sale of its Registrable Shares against any Claims to which each such indemnified party may become subjectactions, insofar as such Claims (including any amounts paid in settlement as provided herein), proceedings or actions or proceedings settlements in respect thereof, arise ) arising out of or are based upon an on any untrue statement (or alleged untrue statement statement) of a material fact contained in any such registration statement, prospectus, offering circular or any preliminary or final prospectus contained thereinother document, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission (or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and each Amneal Group Member shall, and it hereby agrees to, will reimburse the Company and such Holders, Other Stockholders, directors, officers, members, partners, persons, underwriters or control persons for any legal or any other out-of-pocket expenses reasonably incurred and documented by the Company in connection with investigating and defending or defending settling any such Claimsclaim, loss, damage, liability, action or proceeding, in each case to the extent, but only to the extent extent, that such untrue statement (or alleged untrue statement statement) or omission (or alleged omission was omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with the Required Amneal Group Member Information written information furnished to the Company in writing by the Amneal Group Member or its Representative expressly such Holder and stated to be specifically for use therein that is the subject of the untrue statement or omissiontherein; provided, however, that the liability obligations of each Amneal Group Member such Holder hereunder shall be limited to an amount equal to the dollar amount of the net proceeds received by to each such Amneal Group Member from the sale Holder of Registrable Shares securities sold by such Amneal Group Member pursuant to such registration statement or prospectusas contemplated herein. (c) Amneal Group Each party entitled to indemnification under this Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Company agree Indemnified Party may participate in such defense at such party's expense, and provided further that ifthe failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, for unless such failure to notify materially adversely affects the Indemnifying Party's ability to defend such action. No Indemnifying Party, in the defense of any reasonsuch claim or litigation, shall, except with the indemnification provisions contemplated consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by Section 5.8(a) the claimant or Section 5.8(b) are unavailable plaintiff to or are insufficient to hold harmless an indemnified party such Indemnified Party of a release from all liability in respect of such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom. (d) If the indemnification provided for in this Section 7 shall for any Claims referred to thereinreason be unenforceable by an Indemnified Party, although otherwise available in accordance with its terms, then each Indemnifying Party shall, in lieu of indemnifying party shall such Indemnified Party, contribute to the amount paid or payable by such indemnified party Indemnified Party as a result of the losses, claims, damages, liabilities or expenses with respect to which such Claims Indemnified Party has claimed indemnification, in such proportion as is appropriate to reflect the relative fault of the indemnifying party, Indemnified Party on the one hand, hand and the indemnified party, Indemnifying Party on the other handin connection with the statements or omissions which resulted in such losses, with respect to the applicable offering of securitiesclaims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault fault, in the case of such indemnifying party and indemnified party an untrue statement, alleged untrue statement, omission or alleged omission, shall be determined by reference toby, among other things, whether the untrue or such statement, alleged untrue statement of a material fact or statement, omission or alleged omission to state a material fact relates to information supplied by such indemnifying party the Indemnifying Party or by such indemnified partythe Indemnified Party, and the such parties’ ' relative intent, knowledge, access to information and opportunity to correct or prevent such statement statement, alleged statement, omission or alleged omission. If, however, the allocation in the first sentence of this Section 5.8(c) is not permitted by applicable law, then The Company and each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The parties hereto Holder agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c) hereto were to be determined by pro rata allocation or by any other method of allocation which does not take into account the such equitable considerations referred to in the preceding sentences of this Section 5.8(c)considerations. The amount paid or payable by an indemnified party Indemnified Party as a result of the Claims losses, claims, damages, liabilities or expenses referred to above herein shall be deemed to include (subject to the limitations set forth in Section 5.9) any legal or other fees or expenses reasonably incurred by such indemnified party Indemnified Party in connection with investigating or defending against any action or claim which is the subject hereof. In no case, however, shall a Holder be responsible for a portion of the contribution obligation in excess of the net proceeds to such action, proceeding or claimHolder of securities sold as contemplated herein. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was is not guilty of such fraudulent misrepresentation. Notwithstanding . (e) Anything to the foregoingcontrary contained in this Section 7 notwithstanding, no Amneal Group Member Holder shall be liable to contribute for any amount indemnification or contribution in excess of the dollar amount equal to the sum of (i) the net proceeds received by such Amneal Group Member it from the any sale of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)Securities which has been registered hereunder.

Indemnification; Contribution. (a) In the event of any Registrable Shares are included in a registration statement contemplated by this Agreementof any equity securities of the Corporation under the Securities Act or applicable Canadian Securities Laws, the Company shallCorporation will, and it hereby agrees does agree to, indemnify and hold harmless, in the case of any registration statement or cause prospectus filed pursuant to Section 2, 3 or 4 hereof or any related preliminary prospectus, issuer free writing prospectus (as defined in Rule 433(h) under the Securities Act), or issuer information (as defined in Rule 433(h) under the Securities Act) which issuer information is required to be indemnified filed pursuant to Rule 433(d) under the Securities Act, the seller of any Registrable Shares covered by such registration statement or prospectus or any related preliminary prospectus or free writing prospectus, its respective directors and held harmlessofficers, partners and members, each Amneal Group Member other Person who participates as an underwriter in the offering or sale of such securities, and its respective officers, directors, employees and controlling Personseach other Person, if any, in who controls such seller or any offering or sale such underwriter within the meaning of Section 15 of the Registrable SharesSecurities Act or Section 20 of the Exchange Act, against any losses, claims, damages or damages, liabilities in respect thereof and expenses (including reasonable fees of counsel) (collectively, “Claims”)expenses, to which each such indemnified party they or any of them may become subjectsubject under the Securities Act, applicable Canadian Securities Laws or otherwise, insofar as such Claims losses, claims, damages, liabilities or expenses (including any amounts paid in settlement effected with the consent of the Company as provided herein), or actions or proceedings in respect thereof, ) arise out of or are based upon an (i) any untrue statement or alleged untrue statement of a any material fact contained in any registration statementstatement or prospectus under which such securities were registered under the Securities Act, any related preliminary prospectus or free writing prospectus, or any preliminary prospectus or final prospectus contained thereinfiled with applicable Canadian Securities Commissions, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and the Company shall, and it hereby agrees to, reimburse, upon request, each such Amneal Group Member for any legal or other out-of-pocket expenses reasonably incurred and documented by them in connection with investigating or defending any such Claims; provided, however, that the Company shall not be liable to any Amneal Group Member (or its officers, directors, employee and controlling Persons, if anyii) in any such case to the extent that any such Claims arise out of or are based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with the Required Amneal Group Member Information furnished to the Company in writing by such Amneal Group Member or on behalf of such Amneal Group Member by any Representative of the Amneal Group Member, expressly for use therein, that is the subject of the untrue statement or omission. (b) In the event any Registrable Shares are included in a registration statement contemplated by this Agreement, each Amneal Group Member shall, and hereby agrees to, indemnify and hold harmless the Company and its officers, directors, employees and controlling Persons, if any, in any offering or sale of its Registrable Shares against any Claims to which each such indemnified party may become subject, insofar as such Claims (including any amounts paid in settlement as provided herein), or actions or proceedings in respect thereof, arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any registration statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon 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; provided, and each Amneal Group Member shallhowever, and it hereby agrees to, reimburse that the Company for any legal or other out-of-pocket expenses reasonably incurred and documented by the Company Corporation shall not be liable in connection with investigating or defending any such Claims, in each case only to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Corporation for use in the preparation thereof by such seller or underwriter, as the case may be, and identified as such. This indemnity shall be in addition to any liability the Corporation may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any such director or officer, underwriter or controlling Person and shall survive the transfer of such securities by such seller. (b) The Corporation may require, as a condition to including any Registrable Shares in any registration statement or prospectus filed pursuant to Section 2, 3 or 4 hereof, that the Corporation shall have received an agreement satisfactory to it from (i) the prospective seller of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9(a), except that any such prospective seller shall not in any event be liable to the Corporation pursuant thereto for an amount in excess of the net proceeds of the sale of such prospective seller’s Registrable Shares so to be sold) the Corporation, each director of the Corporation and each of the Corporation’s officers who signed the registration statement or prospectus, each such underwriter of such securities, and each other Person, if any, who controls the Corporation or any such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and (ii) each such underwriter of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9(a) above) the Corporation, each officer who signed the registration statement or prospectus and each director of the Corporation, each prospective seller, and each other Person, if any, who controls the Corporation or any such prospective seller within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, with respect to any untrue statement in or omission from such registration statement, any preliminary prospectus, final prospectus, or any amendment or supplement thereto, if such untrue statement or omission was made in reliance upon and in conformity with written information furnished by such prospective seller or such underwriter, as the Required Amneal Group Member Information furnished case may be, to the Company in writing by the Amneal Group Member or its Representative expressly Corporation for use therein that is in the subject preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, and identified as such. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the untrue statement Corporation or omissionany such director, officer or controlling Person and shall survive the transfer of such securities by such seller. (c) Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding (including any governmental investigation) involving a claim referred to in either Section 9(a) above or (b) above, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the liability failure of each Amneal Group Member hereunder any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding provisions of this Section 9, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice. In case any such action is brought against an indemnified party, the indemnifying party shall be limited entitled to an amount equal assume the defense thereof, jointly with any other indemnifying party similarly notified, to the dollar amount of the net proceeds received by such Amneal Group Member extent that it may wish, and after notice from the sale indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof. If, in the indemnified party’s reasonable judgment, a conflict of interest between such indemnified party and indemnifying parties may exist in respect of such claim, the indemnified party shall be entitled to participate in the defense thereof and the indemnifying party shall be liable for the fees and expenses of one but not more than one counsel for all sellers of Registrable Shares sold by such Amneal Group Member pursuant to such registration statement and one but not more than one counsel for the underwriters in connection with any one action or prospectusseparate but similar or related actions. (d) If the indemnification provided for in the foregoing clauses (a), (b) and (c) Amneal Group and the Company agree that if, for any reason, the indemnification provisions contemplated by of this Section 5.8(a) or Section 5.8(b) are 9 is unavailable to or are insufficient to hold harmless an the indemnified party parties in respect of any Claims losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount amounts paid or payable by such indemnified party parties as a result of such Claims losses, claims, damages or liabilities (i) as between the Corporation and the holders of Registrable Shares covered by a registration statement, on the one hand, and the underwriters, on the other, in such proportion as is appropriate to reflect the relative benefits received by the Corporation and such holders, on the one hand, and the underwriters, on the other, from the offering of the Registrable Shares, or if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits but also the relative fault of the Corporation and such holders, on the one hand, and of the underwriters, on the other, in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations, and (ii) as between the Corporation, on the one hand, and each holder of Registrable Shares covered by a registration statement or prospectus, on the other, in such proportion as is appropriate to reflect the relative fault of the indemnifying partyCorporation and of each such holder in connection with such statements or omissions, as well as any other relevant equitable considerations. The relative benefits received by the Corporation and such holders, on the one hand, and the indemnified partyunderwriters, on the other handother, with respect shall be deemed to be in the same proportion as the total proceeds from the offering (net of underwriting discounts and commissions but before deducting expenses) received by the Corporation and such holders bear to the applicable offering of securitiestotal underwriting discounts and commissions received by the underwriters. The relative fault of the Corporation and such indemnifying party holders, on the one hand, and indemnified party of the underwriters, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Corporation and such indemnifying party holders or by the underwriters. The relative fault of the Corporation, on the one hand, and of each such indemnified holder, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact relates to information supplied by such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. If, however, the allocation in the first sentence of this Section 5.8(c. (e) is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults, but also the relative benefits of the indemnifying party The Corporation and the indemnified party, as well as any other relevant equitable considerations. The parties hereto holders of Registrable Shares agree that it would not be just and equitable if contributions contribution pursuant to this Section 5.8(c9(d) were to be determined by pro rata allocation (even if the underwriters were treated as one entity for such purpose) or by any other method of allocation which that does not take into account of the equitable considerations referred to in the next preceding sentences paragraph. Notwithstanding the provisions of this Section 5.8(c9(d). The , no holder of Registrable Shares shall be required to contribute any amount paid or payable by an indemnified party as a result in excess of the Claims referred to above shall be deemed to include (subject amount by which the total price at which the Registrable Shares of such holder were offered to the limitations set forth in Section 5.9) public exceeds the amount of any legal damages that such holder has otherwise been required to pay by reason of such untrue or other fees alleged untrue statement or expenses reasonably incurred by such indemnified party in connection with investigating omission or defending any such action, proceeding or claimalleged omission. No Person person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person person who was not guilty of such fraudulent misrepresentation. Notwithstanding The obligation of the foregoing, no Amneal Group Member shall be liable holders of Registrable Shares to contribute any amount pursuant to this Section 9 is several in excess the proportion that the proceeds of the dollar amount equal to the sum of (i) the net proceeds offering received by such Amneal Group Member from holder bears to the sale total proceeds of Registrable Shares sold the offering received by such Amneal Group Member pursuant to such registration statement or prospectus, minus (ii) any amounts paid or payable by such Amneal Group Member pursuant to Section 5.8(b) (except in the case of fraud or willful misconduct)all holders and not joint.