Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 8.6(a) or Section 8.6(b) shall be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 8.6, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but shall have no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 7.1.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim ------------------------- indemnification (the "Indemnitee") under this Article XI, Licensee or Bayer, as the case may be, 11 shall promptly notify the other Party party (the “"Indemnitor”") thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a "Claim"), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the parties under this Article 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim shall relieve the Indemnitor of its liability to the Indemnitee under this Article 11, only to the extent that the failure is prejudicial to its ability to defend such action, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 11. The Indemnitee under this Article 11, and its employees, at the Indemnitor's request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Nipro may claim indemnity under this Article 11 (on its own behalf or on behalf of an Nipro Indemnitee), and other Nipro Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only TheraSense may claim indemnity under this Article 11 (on its own behalf or on behalf of a TheraSense Indemnitee), and other TheraSense Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In A claim to which indemnification applies under Section 9.1 or Section 9.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee “Indemnitee or Bayer Indemnitee, as applicable, “) intends to invoke its right to claim indemnification under this Article XI9, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as shall have the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and right to retain its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except own counsel at its own cost. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 9.3 above, voluntarily make any payment the Indemnitee may defend the Indemnification Claim but shall have no obligation to do so. The Indemnitee shall not settle or incur any expense with respect to such a Claim, compromise the Indemnification Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Licensed Intellectual Property), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 8.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 10.3 above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to giveRule 406 of the Securities Act of 1933, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 9.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 10.6(a) or Section 10.6(b) shall be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim.” If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 10.6, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but shall have no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 8.1.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Patents Rights or Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event that Promptly after receipt by a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right Person entitled to indemnification under this Article XISection 9.1 (such Person, Licensee or Bayeran “Indemnified Person”) of notice of the commencement of any Action (an “Indemnified Claim”) by any Person other than the Issuer, as such Indemnified Person will, if a claim is to be made hereunder against the case may beIssuer in respect thereof, shall promptly notify the other Party (Issuer in writing of the “Indemnitor”) commencement thereof; provided, that the omission to so notify the Issuer will not relieve the Issuer or RAG from any liability that either may have hereunder except to the extent the Issuer has been materially prejudiced by such failure. In case any such Indemnified Claims are brought against any Indemnified Person and it notifies the Issuer of the commencement thereof, in writing. The Indemnitor the Issuer will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof, with counsel reasonably acceptable to such Indemnified Person; provided, that if the parties (including any impleaded parties) to any such Indemnified Claims include both such Indemnified Person and the Issuer and based on advice of such Indemnified Person’s counsel there are legal defenses available to such Indemnified Person that are different from or additional to those available to the Issuer, such Indemnified Person shall have the sole right to control select separate counsel to assert such legal defenses and to otherwise participate in the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation Indemnified Claims on behalf of such Claim (at Indemnified Person. Upon receipt of notice from the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect Issuer to such a ClaimIndemnified Person of its election so to assume the defense of such Indemnified Claims with counsel reasonably acceptable to the Indemnified Person, without the prior written consent of the Indemnitor, which the Indemnitor Issuer shall not be required liable to givesuch Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof (other than reasonable costs of investigation) unless (a) such Indemnified Person shall have employed separate counsel (in addition to any local counsel) in connection with the assertion of legal defenses in accordance with the proviso to the immediately preceding sentence (it being understood that all such expenses shall be reimbursed as they occur), (b) the Issuer shall not have employed counsel reasonably acceptable to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the Indemnified Claims, (c) the Issuer shall not have acknowledged its indemnification obligation to such Indemnified Person or shall have failed or is failing to defend such claim, and is provided written notice of such failure by the Indemnified Person and such failure is not reasonably cured within fifteen (15) Business Days of receipt of such notice, or (d) the Issuer shall have authorized in writing the employment of counsel for such Indemnified Person.

Indemnification Procedure. In A claim to which indemnification applies under Section 13.1 or Section 13.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI13, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 13.3, above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the OncoMed Licensed Patents Rights or OncoMed Licensed Know-How, or Confidential Information or Patent or other rights licensed to OncoMed by GSK hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 12.

Indemnification Procedure. In a circumstance where one Party is required to indemnify the event other Party for one hundred percent (100%) of the Losses arising from any Third Party Claim, a Party or any of its Affiliates or their respective directors, officers, employees or agents (the “Indemnitee”) that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as the case may be, 11 shall promptly notify the other Party (the “Indemnitor”) thereofof any Losses in respect of which the Indemnitee intends to claim such indemnification, and if the Indemnitor confirms in writing. The writing that it will indemnify the Indemnitee for one hundred percent (100%) of such Loss, then the Indemnitor shall have the sole right to control assume the defense and settlement thereof with counsel of such Claim including its choice, subject to the sole right to settle such a Claimconsent of the non-Indemnifying Party, in its sole discretionwhich consent will not be unreasonably withheld, delayed or conditioned; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor shall not be responsible for the fees and expenses of more than one counsel to all Indemnitees. The indemnity in this Article 11 shall not apply to amounts paid in settlement of any Third Party Claim if such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then is effected without the prior written consent of the Licensee Indemnitee any Indemnitor, which consent shall not be unreasonably withheld, delayed or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementconditioned. The Licensee failure to deliver notice to an Indemnitor within a reasonable time after the commencement of any such Third Party Claim shall not relieve such Indemnitor of any liability to the Indemnitee or Bayer Indemniteeunder this Article 11 with respect to such action, as applicableexcept to the extent that such failure materially prejudiced the Indemnitor’s ability to defend such action. Each Indemnitee under this Article 11, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveaction covered by this indemnification.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 14.2 (the case may be, shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 14.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 14.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor and its legal representatives in the investigation terms of such Claim (at the expense of Indemnitorthis Section 14.2(c), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections applies under Section 11.1 or Section 11.2 is made and a Licensee Indemnitee shall be referred to herein as an “Indemnification Claim”. If any Person or Bayer Persons (collectively, the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI11, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 11.3, above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the Orexigen Intellectual Property, or Confidential Information or Patent or other rights licensed to Orexigen by Takeda hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, conditioned, or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. Any Indemnified Party wishing to claim indemnification under Section 6.10(a), upon learning of any such claim, action, suit, proceeding or investigation, shall as promptly as possible notify Acquirer thereof, but the failure to so notify shall not relieve Acquirer of any liability it may have to such Indemnified Party if such failure does not materially prejudice Acquirer. In the event that a Claim subject to of any such claim, action, suit, proceeding or investigation (whether arising before or after the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party Effective Time): (the “Indemnitor”i) thereof, in writing. The Indemnitor Acquirer shall have the sole right to control assume the defense thereof and settlement Acquirer shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Claim including Indemnified Parties in connection with the sole right to settle such a Claimdefense thereof, in its sole discretion, provided, however, except that if Acquirer elects not to assume such defense or counsel for the Indemnified Parties advises in writing that there are issues which raise conflicts of interest between Acquirer and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Acquirer shall pay the reasonable fees and expenses of one such counsel for the Indemnified Parties in any jurisdiction promptly as statements thereof are received; (ii) the Indemnified Parties will cooperate in the defense of any such matter; and (iii) Acquirer shall not be liable for any settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the effected without its prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written which consent of the Indemnitor, which the Indemnitor shall not be required unreasonably withheld); and provided, further, that Acquirer shall not have any obligation hereunder to giveany Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the indemnification of such Indemnified Party in the manner contemplated hereby is not permitted or is prohibited by applicable law.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 11.6(a) or Section 11.6(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 11.6, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Section 10.

Indemnification Procedure. In 13.3.1 Notice of the event that a matter which may give rise to such Claim subject shall be given in writing by the indemnitee (the “Indemnitee”) to the Party against whom indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party be sought (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement as soon as reasonably practicable after such Indemnitee becomes aware of such Claim including the sole right to settle such a Claim, in its sole discretion, ; provided, however, that if the failure to notify the Indemnitor shall not relieve it from any liability that it may have to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification and describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent known and in reasonable detail, relevant details thereof. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such settlement requires an admission Claim as provided in this Section 13.3.1. the Indemnitee involved shall have the right to assume the defense thereof with counsel of fault its choice, at the Indemnitor’s expense, and defend, settle or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as otherwise dispose of such Claim with the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee Indemnitor, not to be unreasonably withheld or Bayer Indemnitee, and delayed. 13.3.2 In the Licensee or Bayer, as the case may be, shall be required before event the Indemnitor may execute elects to assume the defense of a Claim, the Indemnitee of the Claim in question and deliver such a settlement. The Licensee Indemnitee or Bayer Indemniteeany successor thereto shall permit Indemnitor’s counsel and independent auditors, as applicableto the extent relevant, shall reasonable access to its books and records and otherwise fully cooperate with the Indemnitor and its legal representatives in connection with such Claim; provided, however, that (i) the investigation of Indemnitee shall have the right fully to participate in such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make expense; (ii) the Indemnitor’s counsel and independent auditors shall not disclose any payment Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (iii) access shall only be given to the books and records that are relevant to the Claim or incur Losses at issue. The defense by the Indemnitor of any expense such actions shall not be deemed a waiver by the Indemnitee of its right to assert a Claim with respect to the responsibility of the Indemnitor with respect to the Claim or Losses in question. The Indemnitor shall not have the right to settle or compromise any Claim against the Indemnitee (that the Indemnitor has defended pursuant to this Section 13.3.2) without the consent of the Indemnitee which shall not be unreasonably withheld or delayed. No Indemnitee shall pay or voluntarily permit the determination of any Losses which is subject to any such a ClaimClaim while the Indemnitor is negotiating the settlement thereof or contesting the matter, without except with the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required to giveunreasonably withheld or delayed. 13.3.3 This Section 13 shall survive termination or expiration of this Agreement.

Indemnification Procedure. In If a claim occurs for which a party has an indemnification obligation under Section 10.3 or 10.4, the event that a Claim subject to indemnified party (the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall ”) will: (a) promptly notify the other Party indemnifying party (the “Indemnitor”) thereof, in writing. The writing of the claim; (b) use commercially reasonable efforts to mitigate the effects of the claim; (c) reasonably cooperate with the Indemnitor shall have in the sole right defense of the claim; and (d) permit the Indemnitor to control the defense and settlement of the claim, with counsel reasonably satisfactory to the Indemnitee, all at the Indemnitor 's cost and expense. If the Indemnitor assumes the defense of the claim, the Indemnitee may participate in such Claim including defense with the Indemnitee’s own counsel who will be retained, at the Indemnitee’s sole right to settle such a Claim, in its sole discretion, cost and expense; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before neither the Indemnitor may execute and deliver such a settlement. The Licensee nor the Indemnitee will consent to the entry of any judgment or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in enter into any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, the claim without the prior written consent of the Indemnitorother party, which consent will not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor will have the right, upon written notice to the Indemnitee within five days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable third party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor shall is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such claim will cease. The Indemnitor will not be required to giveliable for any settlement or other disposition of a claim by the Indemnitee which is reached without the written consent of the Indemnitor.

Indemnification Procedure. In the event that connection with any Claim for which a Claim subject to the indemnification provisions set forth in Sections 11.1 Pfizer Indemnitee or 11.2 is made and a Licensee Indemnitee or Bayer (the relevant “Indemnitee, as applicable, intends to invoke its right to ”) seeks indemnification under this Article XI, from Licensee or BayerSpringWorks or Pfizer, as the case may berespectively, shall promptly notify the other Party (the “Indemnitor”) thereofpursuant to this Agreement, Pfizer or Licensee, respectively, shall: (a) give the Indemnitor prompt written notice of the Claim; provided, however, that failure to provide such notice shall not relieve the Indemnitor from its liability or obligation hereunder, except to the extent of any material prejudice as a direct result of such failure; (b) cooperate with the Indemnitor, at the Indemnitor’s request and expense, in writing. The connection with the defense and settlement of the Claim; and (c) permit the Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, ; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver not settle the Claim without Pfizer’s or Licensee’s, respectively, prior written consent, which shall not be unreasonably withheld or delayed, in the event that such a settlementsettlement materially adversely impacts any relevant Indemnitee’s rights or obligations. The Licensee Indemnitee Further, Pfizer or Bayer IndemniteeLicensee, as applicablerespectively, shall cooperate with have the Indemnitor right to participate (but not control) and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging be represented in any actions that would adversely affect Indemnitor’s defense suit or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except action by advisory counsel of its selection and at its own cost, voluntarily make expense. The Indemnitor shall not have any payment or incur any expense indemnity obligation with respect to such a Claim, any claim settled by an Indemnitee without the Indemnitor’s prior written consent, such consent of the Indemnitor, which the Indemnitor shall not to be required to giveunreasonably withheld or delayed.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In (a) Any party seeking indemnification hereunder (the event "Indemnitee") shall notify the party liable for such indemnification (the "Indemnitor") in writing of any event, omission or occurrence which the Indemnitee believes has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly after the Indemnitee becomes aware of such event, omission or occurrence; provided, that a Claim subject the failure of any Indemnitee to give notice as provided in this Section 12.4 shall not relieve the Indemnitor of its obligations under this Section 12.4, except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a right of indemnification provisions set forth in Sections 11.1 to the extent known by or 11.2 is made and a Licensee Indemnitee or Bayer available to Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim. (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnitee desires to participate in any such defense, it may do so at its sole cost and expense; provided, that such Indemnitee shall have the right to control employ separate counsel to represent such Indemnitee in such defense, at the defense Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and settlement on the advice of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation oncounsel, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent conflict of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver interest between such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense exists with respect to such claim or demand or (ii) the Indemnitor agrees to the retention of such counsel. So long as the Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not pay or settle a Claimclaim or demand without the consent of the Indemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and complete release of the Indemnitee, and provided also that no such settlement will, without the prior written consent of the Indemnitee, impose any obligation or restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnitee at the Indemnitor's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which notice documents in reasonable detail the Loss or portion thereof by the Indemnitee) shall promptly and in any case within thirty days of receipt provide such reimbursement, unless and only to the extent that the Indemnitor disputes in good faith its indemnity obligation with respect to such Loss. (d) Each Indemnitee shall not reasonably cooperate in complying with any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor's obligations hereunder. Such Indemnitee shall be required to givereimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. (a) For the avoidance of doubt, all indemnification claims in respect of a Novartis Indemnitee shall be made solely by NOVARTIS. (b) NOVARTIS shall notify GW in writing reasonably promptly after the assertion against NOVARTIS or other Novartis Indemnitee of any Claim or fact in respect of which the NOVARTIS intends to base a claim for indemnification hereunder (“Indemnification Claim Notice”), but the failure or delay to so notify GW shall not relieve GW of any obligation or liability that it may have to NOVARTIS, except to the extent that GW demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. The Indemnification Claim Notice shall contain a description of the claim and the nature and amount of the Claim (to the extent that the nature and amount of such Claim is known at such time). Upon the request of GW, NOVARTIS shall furnish promptly to GW copies of all correspondence, communications and official documents (including court documents) received or sent in respect of such Claim. (c) Subject to the provisions of sub-clauses (d) and (e) below, GW shall have the right, upon written notice given to NOVARTIS within thirty (30) days after receipt of the Indemnification Claim Notice to assume the defense and handling of such Claim, at GW’s sole expense, in which case the provisions of sub-clause (d) below shall govern. The assumption of the defense of a Claim by GW shall not be construed as acknowledgement that GW is liable to indemnify any Novartis Indemnitee in respect of the Claim, nor shall it constitute a waiver by GW of any defenses it may assert against NOVARTIS or a Novartis Indemnitee’s claim for indemnification. In the event that it is ultimately decided that GW is not obligated to indemnify or hold an NOVARTIS or a Novartis Indemnitee harmless from and against the Claim, NOVARTIS shall reimburse GW for any and all costs and expenses (including attorneys’ fees and costs of suit) and any losses incurred by GW in its defense of the Claim. If GW does not give written notice to NOVARTIS, within thirty (30) days after receipt of the Indemnification Claim Notice, of GW’s election to assume the defense and handling of such Claim, the provisions of sub-clause (e) below shall govern. (d) Upon assumption of the defense of a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party by GW: (the “Indemnitor”i) thereof, in writing. The Indemnitor GW shall have the sole right to and shall assume sole control and responsibility for dealing with the Claim; (ii) GW may, at its own cost, appoint as counsel in connection with conducting the defense and settlement handling of such Claim including any law firm or counsel reasonably selected by GW; (iii) GW shall keep NOVARTIS informed of the sole status of such Claim; and (iv) GW shall have the right to settle such a Claim, in its sole discretion, the Claim on any terms GW chooses; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, it shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of NOVARTIS, agree to a settlement of any Claim which could lead to liability or create any financial or other obligation on the Indemnitorpart of NOVARTIS for which NOVARTIS is not entitled to indemnification hereunder or which admits any wrongdoing or responsibility for the Claim on behalf of NOVARTIS. NOVARTIS shall cooperate with GW and shall be entitled to participate in, but not control, the defense of such Claim with its own counsel and at its own expense. In particular, NOVARTIS shall furnish such records, information and testimony, provide witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. Such cooperation shall include access during normal business hours by GW to, and reasonable retention by NOVARTIS of, records and information that are reasonably relevant to such Claim, and making NOVARTIS, the Novartis Indemnitees and its and their employees and agents available on a mutually convenient basis to provide additional information and explanation of any records or information provided. (e) If GW does not give written notice to NOVARTIS as set forth in sub-clause (c) or fails to conduct the defense and handling of any Claim in good faith after having assumed such, NOVARTIS may, at GW’s expense, select counsel reasonably acceptable to NOVARTIS in connection with conducting the defense and handling of such Claim and defend or handle such Claim in such manner as it may deem appropriate. In such event, NOVARTIS shall keep GW timely apprised of the status of such Claim and shall not settle such Claim without the prior written consent of GW, which the Indemnitor consent shall not be required unreasonably withheld. If NOVARTIS defends or handles such Claim, GW shall cooperate with NOVARTIS, at NOVARTIS’ request but at no expense to giveNOVARTIS, and shall be entitled to participate in the defense and handling of such Claim with its own counsel and at its own expense.

Indemnification Procedure. In (a) Whenever any claim shall arise for indemnification hereunder relating to a Loss (a "Claim"), the event party entitled to indemnification (the "Indemnitee") shall promptly give written notice to the party obligated to provide indemnity (the "Indemnitor") with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim Claim, the Indemnitor shall provide counsel (such counsel subject to the indemnification provisions set forth reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in Sections 11.1 all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or 11.2 defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is made not pursued, and a Licensee Indemnitor refuses to pursue or incorporate such legal positions and defenses into its legal positions and defenses after the written request of Indemnitee, the Indemnitor shall bear the sole cost, risk and expense of the Indemnitee's separate participation, including reasonable fees, costs and expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or Bayer Indemniteeits counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such Claim and that will not prejudice the Indemnitor's position, as applicable, intends claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to invoke its right to indemnification under this Article XI, Licensee or Bayer, as all such information consistent with the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writingconduct of a defense hereunder. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right elect to settle any claim for monetary damages without the Indemnitee's consent only if the settlement includes a complete release of the Indemnitee. If the settlement does not include such a Claimrelease, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as it will be subject to the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee, which will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or Bayer waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 5.4(b), or if the Indemnitor fails diligently to prosecute such defense, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and the Licensee or Bayerexpense, in such manner and on such terms as the case may beIndemnitee deems appropriate, shall be required before including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor Indemnitee and its legal representatives counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the investigation Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim (at and that will not prejudice the expense of Indemnitor)'s position, and refrain from engaging in any actions that would adversely affect Indemnitor’s defense claims or settlement thereofdefenses. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense maintain confidentiality with respect to all such information consistent with the conduct of a Claim, without the prior written consent defense hereunder. (d) The obligation of the Indemnitor, which Indemnitor to indemnify the Indemnitee against Claims pursuant to this Agreement shall be in addition to any other obligations the Indemnitor shall not be required to givemight otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 13 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim; provided that, if the Indemnitor is also involved in defending against such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that own name and if any such settlement requires an admission defense of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives Indemnitee by the same counsel would place such counsel in a position of conflict of interest, the investigation Indemnitor shall pay the reasonable cost of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect IndemnitorIndemnitee’s defense or settlement thereofseparate counsel. The Licensee Indemnitee or Bayer Indemnitee, as applicable, indemnification obligations of the Parties under this Article 13 shall not, except at its own cost, voluntarily make not apply to amounts paid in settlement of any payment or incur any expense with respect to Claim if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which consent shall, not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall to the extent it is prejudicial relieve such Indemnitor of any liability to the Indemnitee under this Article 13, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 13. The Indemnitee under this Article 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How, or Confidential Information or patent or other rights licensed to BMS by Elixir hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 9.5(a) or Section 9.5(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 9.5, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense writing promptly upon becoming aware of any claim that may be a Claim (it being understood and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, providedagreed, however, that if any the failure by an Indemnitee to give such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before notice will not relieve the Indemnitor may execute of its indemnification obligation under this Agreement except and deliver only to the extent that the Indemnitor is actually prejudiced as a result of such a settlementfailure to give notice). The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided however that an Indemnitee will have the right to retain its legal representatives own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the investigation Indemnitor does not assume the defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Section 8.

Indemnification Procedure. In (a) Within a reasonable time after obtaining knowledge thereof, a Person who may be entitled to indemnification hereunder (the event that "Indemnitee") shall promptly give the Party who may be obligated to provide such indemnification (the "Indemnitor") written notice of any Liability which the Indemnitee has determined has given or could give rise to a claim for indemnification hereunder (a "Notice of Claim"); provided, however, no failure or delay in giving any such Notice of Claim subject shall relieve the Indemnitor of its obligations except, and only to the extent, that it is prejudiced thereby. A Notice of Claim shall specify in reasonable detail the nature and all known particulars related to a Liability. The Indemnitor shall perform its indemnification provisions set forth obligations in respect of a Liability described in a Notice of Claim under Sections 11.1 10.2 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer10.3 hereof, as the case may be, within 30 days after the Indemnitor shall have received such Notice of Claim. (b) The Indemnitor shall inform the Indemnitee promptly notify after the other Party (Indemnitor has made a good faith determination, based on the “facts alleged in such Notice of Claim or which have otherwise become known to the Indemnitor”) thereof, either that the Indemnitor acknowledges that it has an indemnification obligation hereunder in respect of such Liability or that the Indemnitor has made a good faith determination that it has no indemnification obligation hereunder in respect of such Liability. If the Indemnitor fails to perform its obligations under this Section 10.4, or if the Indemnitor shall have informed the Indemnitee in writing in that the Indemnitor does not have an indemnification obligation hereunder in respect of such Liability, then the Indemnitee shall have the right, but not the obligation, to take the actions which the Indemnitor would have had the right to take in connection with the performance of such obligations and, if the Indemnitee is entitled to indemnification hereunder in respect of the event or circumstance as to which the Indemnitee takes such actions, then the Indemnitor shall, in writing. addition to indemnifying Indemnitee for the Liability, indemnify the Indemnitee for all of the legal, accounting and other costs, fees and expenses reasonably and actually incurred in connection therewith. (c) The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claimobligation, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, good faith and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own costcost and expense, voluntarily make to cure, remediate, mitigate, remedy or otherwise handle any payment event or incur circumstance which gives rise to a Liability in respect of which a Notice of Claim has been given (including events and circumstances which can be cured, remediated, mitigated or remedied through the expenditure of money and events and circumstances which give rise to a Liability which can be measured in terms of money), regardless of the nature of such Liability. Such right and obligation shall include, without limitation, (i) the right to investigate any expense with respect such event or circumstance, and (ii) the right to defend, contest or otherwise oppose any third party claim, demand, suit, action or proceeding related to such event or circumstance with legal counsel selected by it. The exercise of such right and performance of such obligation shall not constitute an admission or agreement by Indemnitor that it has an indemnification obligation hereunder in respect of such Liability. If the Indemnitor proposes to settle or compromise any such third party action, demand, claim, suit or proceeding, the Indemnitor shall give written notice to that effect (together with a Claimstatement in reasonable detail of the terms and conditions of such settlement or compromise) to the Indemnitee a reasonable time prior to effecting such settlement or compromise. (d) The Indemnitee shall have the right, but not the obligation, to participate, at its own cost and expense, in the defense, contest or other opposition of any such third party claim, demand, suit, action or proceeding through legal counsel selected by it and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims which it may have. So long as the Indemnitor is in good faith performing its obligations under this Section 10.4, the Indemnitee shall (i) at Indemnitor's cost and expense, cooperate in all reasonable ways with, make its and its Affiliates' relevant files and records available for inspection and copying by, make its and its Affiliates' employees reasonably available to and otherwise render reasonable assistance to the Indemnitor upon request and (ii) not compromise or settle any such claim, demand, suit, action or proceeding without the prior written consent of the Indemnitor. The Indemnitee shall have the right (i) to object to the settlement or compromise of any such third party action, demand, claim, suit or proceeding whereupon if such settlement is solely a cash settlement (A) the Indemnitee will assume the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account and as if it were the Indemnitor and (B) the Indemnitor shall be released from any and all liability with respect to any such third party action, demand, claim, suit or proceeding to the extent that such liability exceeds the liability which the Indemnitor would have had in respect of such a settlement or compromise, or (ii) to assume, at any time by giving written notice to that effect to the Indemnitor, the cure, mitigation, remediation, remedy or other handling of such event or circumstance and the defense, contest or other opposition of any such third party action, demand, claim, suit or proceeding for its own account whereupon the Indemnitor shall not be required released from any and all liability with respect to givesuch event or circumstance and such third party action, demand, claim, suit or proceeding. (e) After the Closing, each Party shall take all commercially reasonable actions which may be necessary to enable the other Party to exercise its rights and perform its obligations under this Section 10.4. (f) Notwithstanding anything contained herein to the contrary, each Party shall use, and shall cause its Affiliates to use, commercially reasonable efforts to mitigate any and all damages, losses, liabilities, costs and expenses in respect of which it may be entitled to indemnification hereunder.

Indemnification Procedure. In Each of the event that a Claim subject parties in its respective capacity as an indemnitee (“Indemnitee”) hereunder, shall give to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party party (the “Indemnitor”) thereof, prompt written notice of any claim that might give rise to indemnified liabilities under Section 14.1 or 14.2 setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor unless (and then solely to the extent) the ability of the Indemnitor to provide such indemnification is prejudiced in writingany material respect thereby. The Indemnitor shall have the sole right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, any claims for which it is responsible for indemnification hereunder (provided that if no Indemnitor will settle any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer claim without (i) the appropriate Indemnitee, as the case may be, or the other Party, then the ’s prior written consent which consent shall not be unreasonably withheld or delayed or (ii) obtaining an unconditional release of the Licensee appropriate Indemnitee from all claims arising out of or Bayer Indemniteein any way relating to the circumstances involving such claim) so long as in any such event, and the Licensee or BayerIndemnitor shall have stated in a writing delivered to the Indemnitee that, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with between the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense the Indemnitor is responsible to the Indemnitee with respect to such a Claim, without claim to the prior written consent of extent and subject to the Indemnitor, which limitations set forth herein; provided further that the Indemnitor shall not be required entitled to givecontrol the defense of any claim if in the reasonable opinion of counsel for the Indemnitee there are one or more defenses available to the Indemnitee which are not available to the Indemnitor. To the extent that the undertaking to indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Indemnitor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitee for any Indemnitor.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Lonza Indemnitee or Bayer Omeros Indemnitee (the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIClause 9, Licensee or Bayer, as the case may be, it shall promptly notify the other Party (the “Indemnitor”) thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement defence thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, party reasonably represented by such counsel in such proceeding and the Licensee or Bayer, as the case may be, shall be required before provided further that the Indemnitor may execute and deliver such not admit to any unlawful act or infringement of a settlementThird Party’s Intellectual Property by the Indemnitee or agree to any invalidity or unenforceability of an Indemnitee’s patent rights without the indemnitee’s written consent. The Licensee Indemnitee or Bayer Indemnitee, as applicableits employees and agents, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofliability covered by this Clause 9. The Licensee Indemnitee obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Clause 9. It is understood that only Lonza or Omeros may claim indemnity under this Clause 9 (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Lonza Indemnitee or Bayer Micromet Indemnitee (the "Indemnitee, as applicable, ") intends to invoke its right to claim indemnification under this Article XIClause 9, Licensee or Bayer, as the case may be, it shall promptly notify the other Party (the “"Indemnitor”") thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement defence thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer other Party reasonably represented by such counsel in such proceeding. The Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, its employees and the Licensee or Bayer, as the case may beagents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofliability covered by this Clause 9. The Licensee Indemnitee obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Clause 9. It is understood that only Lonza or Micromet may claim indemnity under this Clause 9 (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 10.3 above, the Indemnitee or Bayer Indemniteemay defend the Indemnification Claim, and the Licensee or Bayer, as the case may be, but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement, or the scope or enforceability of any Patent within the Codexis Patent Rights or of the Codexis Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 9.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 9.2 (the case may be, shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 9.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 9.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor and its legal representatives in the investigation terms of such Claim (at the expense of Indemnitorthis Section 9.2(c), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to Any Person seeking indemnification under this Article XI, Licensee or Bayer, as Section 10 (the case may be, “Indemnitee”) shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) thereofin writing of any Claim, in writing. The and the Indemnitor shall have the sole right to control participate in, and, to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and settlement the other Party within thirty (30) days after receipt of written notice of such Claim including from the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such settlement requires counsel in such proceeding; or (b) by Indemnitee in all other cases. In no event shall the Indemnitor be liable for any Liabilities that result from any delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless an admission Indemnitee from and against such Claim, the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of fault or liability by, or imposes suit) and any obligation on, a Licensee Liabilities incurred by the Indemnitor in its defense of such Claim with respect to the Indemnitee. The Indemnitee or Bayer Indemnitee, as the case may be, or and the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may beits employees and agents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givecovered by this Section 10.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Each indemnified Party (the “Indemnitor”"INDEMNITEE") thereofagrees to give the indemnifying Party (the "INDEMNITOR") prompt written notice of any Claims or discovery of fact upon which the Indemnitee intends to base a request for indemnification. Notwithstanding the foregoing, in writing. The the failure to give timely notice to the Indemnitor shall have not release the sole right Indemnitor from any liability to the Indemnitee to the extent the Indemnitor is not materially prejudiced thereby. 12.4.1 The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents in the Indemnitee's possession or control the defense and settlement of such Claim including the sole right which relate to settle such a Claim, in its sole discretion, any Claims; provided, however, that if the Indemnitee defends or participates in the defense of any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other PartyClaims, then the prior written consent of Indemnitor shall also provide such papers and documents to the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor in defending against any Claims. 12.4.2 The Indemnitor shall have the right, by prompt written notice to the Indemnitee, to assume direction and its legal representatives in control of the investigation defense of such Claim (any Claim, with counsel reasonably satisfactory to the Indemnitee and at the expense sole cost of the Indemnitor), so long as (a) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than thirty (30) days after the Indemnitor's receipt of notice of the Claim) that the Indemnitor intends to indemnify the Indemnitee pursuant to this Article absent the development of facts that give the Indemnitor the right to claim indemnification from the Indemnitee, and refrain from engaging (b) the Indemnitor diligently pursues the defense of the Claim. 12.4.3 If the Indemnitor assumes the defense of the Claim as provided in this Section 12.4, the Indemnitee may participate in such defense with the Indemnitee's own counsel who shall be retained, at the Indemnitee's sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor shall consent to the entry of any actions that would adversely affect Indemnitor’s defense judgment or enter into any settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, the Claim without the prior written consent of the Indemnitorother Party, which consent shall not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor shall have the right, upon written notice to the Indemnitee within five (5) days after receipt of the Indemnitee's written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable Third Party's benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys' fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor's rights and obligations with respect to such Claim shall cease. 12.4.4 The Indemnitor shall not be required to giveliable for any settlement or other disposition of a Claim by the Indemnitee which is reached without the written consent of the Indemnitor.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification of any claim under this Article XI10, Licensee or Bayer, as the case may be, party claiming the right to indemnity (the "Claimant") shall promptly notify the other Party indemnifying party (the “"Indemnitor”") thereofof such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in writingsuch defense, but the Indemnitor shall assume the direction and control of such defense. The Indemnitor shall have the sole right to control the defense Claimant shall, at its expense, assist in and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives agents and insurers in the investigation defense of such Claim claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (at upon further notice to the expense Indemnitor) have the right to undertake the defense, compromise or settlement of such claim for the account of Indemnitor), and refrain from engaging subject to the fight of Indemnitor to assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in any actions that would adversely affect Indemnitor’s defense or settlement thereofthis Article 10 to the contrary notwithstanding. The Licensee Indemnitee or Bayer Indemnitee, as applicable, Indemnitor shall not, except at its own costwithout Claimant's prior written consent, voluntarily make settle or compromise any payment claim or incur consent to entry of any expense judgment with respect to such a Claimany claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant, Indemnitor may, without the Claimant's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the Indemnitor, which release of Claimant by the Indemnitor shall not be required to giveplaintiff from all liability in respect of such claim.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to Any Person seeking indemnification under this Article XI, Licensee or Bayer, as Section 10 (the case may be, “Indemnitee”) shall promptly notify the other Party from whom indemnification is sought (the “Indemnitor”) thereofin writing of any Claim, in writing. The and, subject to Section 8.3, the Indemnitor shall have the sole right to control participate in, and, to the extent the Indemnitor so desires, to assume the defense thereof with counsel mutually satisfactory (consent not to be unreasonably withheld or delayed) to the other Party by giving written notice to the Indemnitee and settlement the other Party within thirty (30) days after receipt of written notice of such Claim including from the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid (a) by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such settlement requires counsel in such proceeding; or (b) by Indemnitee in all other cases. In no event shall the Indemnitor be liable for any Liabilities that result from any unreasonable delay by the Indemnitee in providing the written notice pursuant to the first sentence of this Section 10.3. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless an admission Indemnitee from and against such Claim, the Indemnitee shall reimburse the Indemnitor for any and all costs and expenses (including attorneys’ fees and costs of fault or liability by, or imposes suit) and any obligation on, a Licensee Liabilities incurred by the Indemnitor in its defense of such Claim with respect to the Indemnitee. The Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemniteeand its employees and agents shall reasonably cooperate with, and at the Licensee or Bayerexpense of, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givecovered by this Section 10.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, ARTICLE 12 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 12.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this ARTICLE 12 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 12, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this ARTICLE 12. The Indemnitee under this ARTICLE 12, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Trimeris may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a Trimeris Indemnitee), and other Trimeris Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only CRL may claim indemnity under this ARTICLE 12 (on its own behalf or on behalf of a CRL Indemnitee), and other CRL Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim.” If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 10.3 above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the GlobeImmune Licensed Patents or GlobeImmune Licensed Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to giveRule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitor at the Indemnitor’s reasonable expense and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 9.

Indemnification Procedure. In the event that An Indemnitee (whether a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee CCF Indemnitee or Bayer a COMPANY Indemnitee, as applicable, ) that intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Paragraph 10.6 will give notice to the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writingindemnifying PARTY of any COVERED CLAIM which might be covered by this Paragraph 10.6. The Indemnitor indemnifying PARTY shall have the sole right to immediately take control of the defense and settlement investigation of such Claim the COVERED CLAIM, including selection of counsel reasonably acceptable to the Indemnitee, at the indemnifying PARTY’s sole right to settle such a Claim, in its sole discretion, cost and expense; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall indemnifying PARTY will not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the IndemnitorIndemnitee, settle or consent to the entry of any judgment with respect to such COVERED CLAIM (a) that does not release the Indemnitee from all liability with respect to such COVERED CLAIM, or (b) that may adversely affect the Indemnitee or under which the Indemnitor Indemnitee would incur any obligation or liability, other than one as to which the indemnifying PARTY has an indemnity obligation hereunder. The Indemnitee agrees to cooperate and provide reasonable assistance to such defense at the indemnifying PARTY’s expense. The Indemnitee at all times reserves the right to select and retain counsel of its own at its own expense to defend its interests, provided that the indemnifying PARTY will remain in control of the defense. The Indemnitee’s failure to perform any obligations under this Paragraph 10.6.3 shall not be required relieve the indemnifying PARTY of its obligation under Paragraph 10.6 except to givethe extent that the indemnifying PARTY can demonstrate that it has been materially prejudiced as a result of the failure.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke claim indemnification, on behalf of itself or any of its right to indemnification Affiliates, or any of their respective directors, officers, employees or agents (each, an “Indemnitee”), under this Article XI, Licensee or Bayer, as the case may be, 10 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of the applicable claim, provided, however, that the failure to give such notice shall not limit or otherwise reduce the indemnity provided for in writingthis Agreement except to the extent that failure to give notice materially prejudices the rights of the Indemnitor. The Indemnitor shall have the sole right right, upon notice to control the Indemnitee within [***] after the receipt of any such notice, to undertake the defense, settlement or compromise of such claim, and the failure of the Indemnitor to give such notice and to undertake the defense of or to settle or compromise such a claim shall constitute a waiver of the Indemnitor’s rights under this Section 10.3 and shall preclude the Indemnitor from disputing the manner in which the Indemnitee may conduct the defense of such claim. Upon such notice from the Indemnitor, the Indemnitor shall have sole control of the defense and/or settlement of such Claim including claim; provided that the sole Indemnitee shall have the right to settle such a Claimparticipate, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own costexpense, voluntarily make with counsel of its own choosing in the defense and/or settlement of such claim. The Indemnitor shall not settle any payment or incur any expense with respect to such a Claim, claim without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The indemnification obligations of the Parties under this Article 10 shall not apply to amounts paid in settlement of any claim if such settlement is effected without the consent of the Indemnitor, which the Indemnitor consent shall not be required unreasonably withheld or delayed. The Indemnitee, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to givethe Indemnitor and its legal representatives with respect to such claims covered by this indemnification.

Indemnification Procedure. In Promptly after receipt by an Indemnitee under this Section 8 of notice of the event that commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnitee shall, if a Claim subject in respect thereof is to be made against the Company under this Section 8, deliver to the indemnification provisions set forth in Sections 11.1 or 11.2 is made Company a written notice of the commencement thereof including the factual basis for the Claim (if known) and a Licensee Indemnitee or Bayer Indemniteethe amount, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as and the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor Company shall have the sole right to participate in, and, to the extent the Company so desires, to assume control of the defense thereof with counsel mutually satisfactory to the Company and the Indemnitee. The Indemnitee shall cooperate fully with the Company in connection with any negotiation or defense of any such action or proceeding by the Company and shall furnish to the Company all information reasonably available to the Indemnitee which relates to such action or proceeding. The Company shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. The Company shall not be liable for any settlement of such Claim including any action, claim or proceeding effected without its prior written consent (excluding where the sole right Company has not elected to settle such a Claim, in its sole discretionassume control of the defense), provided, however, that if any such settlement requires an admission of fault the Company shall not unreasonably withhold, delay or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementcondition its consent. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, Company shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the IndemnitorIndemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the Indemnitor giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such action, proceeding or litigation, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the Company shall be required subrogated to giveall rights of the Indemnitee with respect to all insurance proceeds, third parties, firms or corporations relating to the matter for which indemnification has been made. The failure by an Indemnitee to deliver written notice to the Company within a reasonable time of the commencement of any such action shall not relieve the Company of any liability to the Indemnitee under this Section 8 except to the extent that the Company is prejudiced in its ability to defend such action, in which event the liability of the Company to such Indemnitee shall be reduced by the amount of any losses incurred by the Company resulting from the Indemnitee’s failure to give such notice on a timely basis.

Indemnification Procedure. In the event that If a Claim subject to the party is seeking indemnification provisions set forth in Sections 11.1 under Section 24.1 or 11.2 is made and a Licensee Indemnitee or Bayer IndemniteeSection 24.2, as applicableapplicable (the “Indemnitee”), intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as it shall inform the case may be, shall promptly notify the other indemnifying Party (the “Indemnitor”) thereofof the claim giving rise to the obligation to indemnify pursuant to Section 24.1 or Section 24.2, in writing. as applicable, as soon as reasonably practicable after receiving notice of the claim (an “Indemnification Claim Notice”); provided, that, any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification under Section 24.1 or Section 24.2, as applicable, except to the extent that such delay or failure materially prejudices the Indemnitor’s ability to defend against the relevant claims. (A) The Indemnitor shall have the sole right, upon written notice given to the Indemnitee within [***] after receipt of the Indemnification Claim Notice, to assume the defense of any such claim for which the Indemnitee is seeking indemnification pursuant to Section 24.1 or Section 24.2, as applicable. The Indemnitee shall cooperate with the Indemnitor and the Indemnitor’s insurer as the Indemnitor may reasonably request, and at the Indemnitor’s cost and expense. The Indemnitee shall have the right to control participate, at its own expense and with counsel of its choice, in the defense and settlement of such Claim including any claim or suit that has been assumed by the sole right to Indemnitor. (B) The Indemnitor shall not settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then claim without first obtaining the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and not to be unreasonably withheld, conditioned, or delayed; provided, that, the Licensee or Bayer, as the case may be, Indemnitor shall not be required before to obtain such consent if the Indemnitor may execute settlement: (i) involves only the payment of money and deliver such a settlement. The Licensee shall not result in the Indemnitee (or Bayer Indemniteeother Amneal Indemnitees or Metsera Indemnitees, as applicable, shall cooperate with ) becoming subject to injunctive or other similar type of relief; (ii) does not require an admission by the Indemnitor and its legal representatives in the investigation of such Claim Indemnitee (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee other Amneal Indemnitees or Bayer IndemniteeMetsera Indemnitees, as applicable, ); and (iii) does not adversely affect the rights or licenses granted to the Indemnitee (or its Affiliates) under this Agreement. The Indemnitee shall not, except at its own cost, voluntarily make not settle or compromise any payment or incur any expense with respect to such a Claim, claim without first obtaining the prior written consent of the Indemnitor. (C) If the Parties cannot agree as to the application of Section 24.1 or Section 24.2, as applicable, to any claim, pending the resolution of the dispute pursuant to Article 29.9, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 24.1 or Section 24.2, as applicable, upon resolution of the underlying claim. In each case, the Indemnitee shall reasonably cooperate with the Indemnitor and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which the Indemnitor information shall not be required subject to giveArticle 19.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 7.5(a) or Section 7.5(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 7.5, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would require any admission by the Indemnitee or impose any obligation on the Indemnitee, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Article 8.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification of any claim under this Article XI10, Licensee or Bayer, as the case may be, party claiming the right to indemnity (the "Claimant") shall promptly notify the other Party indemnifying party (the “"Indemnitor”") thereofof such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in writingsuch defense, but the Indemnitor shall assume the direction and control of such defense. The Indemnitor shall have the sole right to control the defense Claimant shall, at its expense, assist in and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives agents and insurers in the investigation defense of such Claim claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (at upon further notice to the expense Indemnitor) have the right to undertake the defense, compromise or settlement of such claim for the account of Indemnitor), and refrain from engaging subject to the right of Indemnitor to assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemniteethis Article 10 to the contrary notwithstanding, as applicable, Indemnitor shall not, except at its own costwithout Claimant's prior written consent, voluntarily make settle or compromise any payment claim or incur consent to entry of any expense judgment with respect to such a Claimany claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without the Claimant's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the Indemnitor, which release of Claimant by the Indemnitor shall not be required to giveplaintiff from all liability in respect of such claim.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the NPC Patents Rights or NPC Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In A claim to which indemnification applies under Section 8.1 or 8.2 shall be referred to herein as an “Indemnification Claim”. If any person or persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIARTICLE 8, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the *** Confidential treatment request pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the Indemnitee’s patents or know how), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to ARTICLE 7.

Indemnification Procedure. In (a) Any party seeking indemnification hereunder (the event "Indemnitee") shall notify the party liable for such indemnification (the "Indemnitor") in writing of any event, omission or occurrence which the Indemnitee believes has given or could give rise to Losses which are indemnifiable hereunder (such written notice being hereinafter referred to as a "Notice of Claim"). Any Notice of Claim shall be given promptly after the Indemnitee becomes aware of such event, omission or occurrence; provided, that a Claim subject the failure of any Indemnitee to give notice as provided in this Section 12.4 shall not relieve the Indemnitor of its obligations under this Section 12.4, except to the extent that the Indemnitor is actually prejudiced by such failure to give notice. A Notice of Claim shall specify in reasonable detail the nature and the particulars of the event, omission or occurrence giving rise to a right of indemnification provisions set forth in Sections 11.1 to the extent known by or 11.2 is made and a Licensee Indemnitee or Bayer available to Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall satisfy its obligations hereunder within thirty (30) days of its receipt of a Notice of Claim. (b) All costs and expenses incurred by the Indemnitor in defending any claim or demand shall be a liability of, and shall be paid by, the Indemnitor. Except as hereinafter provided, in the event that the Indemnitor notifies the Indemnitee within the 30 day period that it desires to defend the Indemnitee against such claim or demand, the Indemnitor shall be deemed to waive its right to contest such Indemnitee's right to indemnification hereunder and shall have the right to defend the Indemnitee by appropriate proceedings and shall have the sole power to direct and control such defense. If any Indemnitee desires to participate in any such defense, it may do so at its sole cost and expense; provided, that such Indemnitee shall have the right to control employ separate counsel to represent such Indemnitee in such defense, at the defense Indemnitor's expense, if (i) in such Indemnitee's reasonable judgement and settlement on the advice of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation oncounsel, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent conflict of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver interest between such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense exists with respect to such claim or demand or (ii) the Indemnitor agrees to the retention of such counsel. So long as the Indemnitor is reasonably contesting any such claim or demand in good faith, the Indemnitee shall not pay or settle a Claimclaim or demand without the consent of the Indemnitor (unless the Indemnitee waives in writing any right to indemnity therefor). The Indemnitor may settle any claim or demand without the consent of the Indemnitee provided that such settlement includes a full, unconditional and complete release of the Indemnitee, and provided also that no such settlement will, without the prior written consent of the Indemnitee, impose any obligation or restriction on the Indemnitee or any of its assets or businesses. So long as the Indemnitor is defending in good faith any such third party claim, demand, suit, action or proceeding, the Indemnitee shall at all times cooperate in all reasonable ways with, make its relevant files and records available for inspection and copying by, and make its employees available or otherwise render reasonable assistance to, the Indemnitor and shall be reimbursed for its reasonable out-of-pocket expenses related thereto. In the event that the Indemnitor fails to timely defend, contest or otherwise protect against any such third party claim, demand, suit, action or proceeding, the Indemnitee at the Indemnitor's expense shall have the right, but not the obligation, to defend, contest, assert crossclaims or counterclaims, or otherwise protect against, the same and may make any compromise or settlement thereof and be entitled to all amounts paid as a result of such third party claim, demand, suit or action or any compromise or settlement thereof. 37 (c) The Indemnitor, following receipt of any notice from any Indemnitee requesting reimbursement for a Loss (which notice documents in reasonable detail the Loss or portion thereof by the Indemnitee) shall promptly and in any case within thirty days of receipt provide such reimbursement, unless and only to the extent that the Indemnitor disputes in good faith its indemnity obligation with respect to such Loss. (d) Each Indemnitee shall not reasonably cooperate in complying with any applicable foreign, federal, state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor's obligations hereunder. Such Indemnitee shall be required to givereimbursed for any reasonable out-of-pocket expenses incurred in connection with such compliance.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification of any claim under this Article XI6, Licensee or Bayer, as the case may be, party claiming the right to indemnity (the "Claimant") shall promptly notify the other Party indemnifying party (the “"Indemnitor”") thereofof such claim. Thereafter: a) The Indemnitor will undertake the defense thereof by representatives of Indemnitor's own choosing reasonably satisfactory to Claimant. Claimant may, at its sole option and expense, elect to participate in writingsuch defense, but the Indemnitor shall assume the direction and control of such defense. The Indemnitor shall have the sole right to control the defense Claimant shall, at its expense, assist in and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives agents and insurers in the investigation defense of such Claim claims. b) If Indemnitor, within a reasonable time after notice of any such claim, fails to defend, Claimant will (at upon further notice to the expense Indemnitor) have the right to undertake the defense, compromise or settlement of such claim for the account of Indemnitor), and refrain from engaging subject to the right of Indemnitor to assume the defense of such claim with counsel reasonably satisfactory to Claimant at any time prior to settlement, compromise or final determination thereof. c) Anything in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemniteethis Article 6 to the contrary notwithstanding, as applicable, Indemnitor shall not, except at its own costwithout Claimant's prior written consent, voluntarily make settle or compromise any payment claim or incur consent to entry of any expense judgment with respect to such a Claimany claim for anything other than money damages paid by Indemnitor which would have any adverse effect on Claimant. Indemnitor may, without the Claimant's prior written consent, settle or compromise any claim or consent to entry of any judgment with respect to any claim which requires solely money damages paid by Indemnitor and which includes as an unconditional term thereof the Indemnitor, which release of Claimant by the Indemnitor shall not be required to giveplaintiff from all liability in respect of such claim.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing no later than [***] days after becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. counsel in such proceedings. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned if the settlement or compromise would impose no financial or other obligations or burdens on the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 or Section 12.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI12, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the Toray Patents Rights or Toray Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In the event that a an Indemnified Entity is seeking indemnification under Section 9.1, it shall inform the Indemnifying Entity in writing of the relevant Claim as soon as reasonably practicable after it receives notice of the Claim, shall permit the Indemnifying Entity to assume direction and control of the defense of the Claim (subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim actions described in Section 5.3), including the sole right to settle such a Claimselect defense counsel, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as which counsel shall be reasonably satisfactory to the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer IndemniteeIndemnified Entity, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with as reasonably requested by the Indemnitor and its legal representatives in the investigation of such Claim Indemnifying Entity (at the expense of Indemnitor), and refrain from engaging the Indemnifying Entity) in any actions that would adversely affect Indemnitor’s the defense or settlement thereofof the Claim. The Licensee Indemnitee failure or Bayer Indemnitee, as applicable, delay to so notify the Indemnifying Entity shall notnot relieve the Indemnifying Entity of any obligation or liability that it may have to the Indemnified Entity, except to the extent that the Indemnifying Entity demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. Notwithstanding the foregoing, if control of the defense of such Claim by the Indemnifying Entity would be inappropriate due to actual or potential differing interests between the Parties, then the Indemnified Entity may undertake the defense of such Claim with counsel of its choice at the Indemnified Party’s expense. The Indemnified Entity shall have the right to participate, at its own costexpense and with counsel of its choice, voluntarily make in the defense of any payment or incur Claim that has been assumed by the Indemnifying Entity. Neither the Indemnifying Entity nor the Indemnified Entity shall enter into any expense with respect settlement of any claim subject to such a Claim, indemnification without the prior mutual written consent of the Indemnitor, which the Indemnitor shall not be required to givebetween these two parties.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Lonza Indemnitee or Bayer Kolltan Indemnitee (the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIClause 9, Licensee or Bayer, as the case may be, it shall promptly notify the other Party party (the “Indemnitor”) thereof, in writingwriting of such alleged liability. The Indemnitor shall have the sole right to control the defense and settlement thereof with counsel of its choice as long as such Claim including the sole right counsel is reasonably acceptable to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that any Indemnitee shall have the right to retain its own counsel at its own expense, for any reason, including if representation of any Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such settlement requires an admission of fault or liability by, or imposes Indemnitee and any obligation on, a Licensee Indemnitee or Bayer other party reasonably represented by such counsel in such proceeding. The Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, its employees and the Licensee or Bayer, as the case may beagents, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofliability covered by this Clause 9. The Licensee Indemnitee obligations of this Clause 9.6 shall not apply to amounts paid in settlement of any claim, demand, action or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to other proceeding if such a Claim, settlement is effected without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required withheld or delayed unreasonably. The failure to givedeliver written notice to the Indemnitor within a reasonable time after the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve the Indemnitor of any obligation to the Indemnitee under this Clause 9. It is understood that only Lonza or Kolltan may claim indemnity under this Clause 9 (on its own behalf or on behalf of its Indemnitees), and other Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event A party that makes a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim for indemnification under this Article XI, Licensee or Bayer, as the case may be, 10 shall promptly notify the other Party party (the “Indemnitor”) thereofin writing of any action, claim or other matter in writing. The Indemnitor shall have the sole right respect of which such party, intends to control the defense and settlement of claim such Claim including the sole right to settle such a Claim, in its sole discretion, indemnification; provided, however, that if failure to provide such notice within a reasonable period of time shall not relieve the Indemnitor of any of its obligations hereunder except to the extent the Indemnitor is prejudiced by such failure. The indemnified party shall permit the Indemnitor, at its discretion, to settle any such action, claim or other matter, and the indemnified party agrees to the complete control of such defense or settlement requires an admission of fault or liability byby the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the indemnified party’s rights hereunder, or imposes impose any obligation onobligations on the indemnified party in addition to those set forth herein, a Licensee Indemnitee in order for it to exercise such rights, without the indemnified party’s prior written consent, which shall not be unreasonably withheld or Bayer Indemniteedelayed. No such action, as the case may be, claim or the other Party, then matter shall be settled without the prior written consent of the Licensee Indemnitee Indemnitor, which shall not be unreasonably withheld or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementdelayed. The Licensee Indemnitee or Bayer Indemnitee, as applicable, indemnified party shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of such Claim (at any action, claim or other matter covered by the expense indemnification obligations of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofthis Article 10. The Licensee Indemnitee or Bayer Indemniteeindemnified party shall have the right, as applicablebut not the obligation, shall not, except to be represented in such defense by counsel of its own selection and at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveexpense.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 13.7(a) or Section 13.7(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 13.7, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own cost and expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation onwith the fees, a Licensee Indemnitee or Bayer costs and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s sole cost and expense and will make available to givethe Indemnitor all pertinent information under the Indemnitee’s control, which information will be subject to Section 12.1.

Indemnification Procedure. In If CRUCELL (the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 11, Licensee or Bayer, as the case may be, CRUCELL shall promptly notify the other Party VAXIN (the “Indemnitor”) thereofof any claim, in writingdemand, action, or other proceeding for which the Indemnitee intends to claim such indemnification. The Indemnitor shall have the sole right to control participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and settlement of such Claim including thereof with counsel selected by the sole right to settle such a Claim, in its sole discretion, Indemnitor; provided, however, that the Indemnitee shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in such proceedings. The indemnity obligations under this Section 11 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 11 with respect thereto, but the omission so to deliver notice to the Indemnitor shall not be required to give.relieve it of

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 11 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this Article 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 11. The Indemnitee under this Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Loxo or its permitted assignee may claim indemnity under this Article 11 (on its own behalf or on behalf of a Loxo Indemnitee), and other Loxo Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Array may claim indemnity under this Article 11 (on its own behalf or on behalf of an Array Indemnitee), and other Array Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, ARTICLE 11 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this ARTICLE 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this ARTICLE 11, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this ARTICLE 11. The Indemnitee under this ARTICLE 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Juno or its permitted assignee may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Juno Indemnitee), and other Juno Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only Fate may claim indemnity under this ARTICLE 11 (on its own behalf or on behalf of a Fate Indemnitee), and other Fate Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. In the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to 12.3.1 The Party seeking indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify Agreement “Indemnitee”) must (a) provide the other Party (the “Indemnitor”) thereofwith timely written notice of the Claim, in writing. The (b) give Indemnitor shall have the sole right to control over the defense and settlement of such Claim including and (c) not settle, release or otherwise dispose of the sole right Claim without Indemnitor’s written consent If Indemnitee fails to settle such give Indemnitor prompt notice of a Claim, Indemnitor will be relieved of its obligation to indemnify Indemnitee for such Claim, but only to the extent Indemnitor is prejudiced by the delay in receiving the notice. Indemnitor must also notify Indemnitee of important developments affecting the defense of the Claim as it relates to Indemnitee and must conduct such defense in a manner consistent with Indemnitee’s best interests. 12.3.2 Indemnitee will have the right to participate in the defense of the Claim and to employ counsel, at its sole discretionown expense, providedseparate from the counsel employed by Indemnitor. Prior to the settlement, howeverrelease or disposition (“Disposition”) of a Claim as it relates to Indemnitee, that if any Indemnitor must give written notice to Indemnitee of the terms of the proposed Disposition. Within ten (10) days after receiving the notice, Indemnitee must give written notice to Indemnitor of either its consent or objection to the proposed Disposition. If Indemnitee objects to the proposed Disposition, Indemnitor will not settle or release the Claim as it relates to Indemnitee, but will withdraw from the defense of the Claim as it relates to Indemnitee and surrender the defense to Indemnitee as it relates to Indemnitee. Upon such settlement requires an admission of fault or liability bywithdrawal, or imposes any Indemnitor’s obligation on, a Licensee to Indemnitee or Bayer Indemniteewill cease. 12.3.3 If, as the case may beresult of a Claim brought by a third party, or both Parties are found to be liable, then each Party will contribute to the other Partycommon liability a pro rata share based in its relative degree of fault as determined by the adjudication. If the adjudication does not apportion fault, and if the Parties cannot agree on their pro rata shares of liability, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall dispute will be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate resolved in accordance with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveArticle 22.

Indemnification Procedure. In (a) Whenever any claim shall arise for indemnification hereunder (a "Claim"), the event party entitled to indemnification (the "Indemnitee") shall promptly give written notice to the party obligated to provide indemnity (the "Indemnitee") with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim Claim, the Indemnitor shall provide counsel (such counsel subject to the indemnification provisions set forth reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in Sections 11.1 all reasonable respects at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or 11.2 defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is made not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and a Licensee expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or Bayer Indemniteeits counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such Claim and that will not prejudice the Indemnitor's position, as applicable, intends claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to invoke its right to indemnification under this Article XI, Licensee or Bayer, as all such information consistent with the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writingconduct of a defense hereunder. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right elect to settle any claim for monetary damages without the Indemnitee's consent only if the settlement includes a complete release of the Indemnitee. If the settlement does not include such a Claimrelease, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as it will be subject to the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee, which will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or Bayer waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 7.3(b), if the Indemnitor fails diligently to prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and the Licensee or Bayerexpense, in such manner and on such terms as the case may beIndemnitee deems appropriate, shall be required before including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor Indemnitee and its legal representatives counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the investigation Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim (at and that will not prejudice the expense of Indemnitor)'s position, and refrain from engaging in any actions that would adversely affect Indemnitor’s defense claims or settlement thereofdefense. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense maintain confidentiality with respect to all such information consistent with the conduct of a Claim, without the prior written consent defense hereunder. (d) The obligation of the Indemnitor, which Indemnitor to indemnify the Indemnitee against Losses arising under this Agreement shall be in addition to any other obligations the Indemnitor shall not be required to givemight otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 14.6(a), Section 14.6(b) or Section 14.6(c) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 14.6, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own cost and expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee will have the right to retain its own counsel, or imposes any obligation onwith the fees, a Licensee Indemnitee or Bayer costs and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before counsel retained by the Indemnitor may execute would be inappropriate due to actual or potential differing interests between such Indemnitee and deliver any other party represented by such a settlementcounsel in such proceedings. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with If the Indemnitor and its legal representatives in does not assume the investigation defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which the . The Indemnitor shall not be required to givesettle any such claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve undertaking an obligation (including the payment of money by the Indemnitee), would bind or impair the Indemnitee, or includes any admission of wrongdoing or that any intellectual property or proprietary right of the Indemnitee or this Agreement is invalid, narrowed in scope or Amgen Contract No.: 2013579490 35 EXECUTION COPY

Indemnification Procedure. In A claim to which indemnification applies under Section 12.1 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim “Indemnitee”) intends to claim indemnification under this Article 12, the Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Indemnitee shall notify the Party subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party obligation (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the BMS Patents Rights or BMS Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 11.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 9.2 (the case may be, shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 9.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 9.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor terms of this Section 9.2(c). Confidential materials omitted and its legal representatives in filed separately with the investigation of Securities and Exchange Commission. Asterisks denote such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveomission.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 10.2 (the case may be, shall “Indemnitee”) shall: (i) promptly notify the other Party indemnifying party (the “Indemnitor”) thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor’s request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 10.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 10.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor and its legal representatives in the investigation terms of such Claim (at the expense of Indemnitorthis Section 10.2(c), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. In the event that (A) If at any time a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 Against Tenant is made and or threatened against a Licensee Indemnitee or Bayer Tenant Indemnitee, as applicableor a Claim Against Landlord is made or threatened against a Landlord Indemnitee, intends then the Person entitled to invoke its right to indemnification indemnity under this Article XI, Licensee or Bayer, as 32 (the case may be, “Indemnitee”) shall promptly notify give to the other Party party (the “Indemnitor”) thereofnotice of such Claim Against Tenant or such Claim Against Landlord, as the case may be (the “Claim”); provided, however, that the Indemnitee’s failure to provide such notice shall not impair the Indemnitee’s rights to indemnity as provided in this Article 32 except to the extent that the Indemnitor is prejudiced materially thereby. Such notice shall state the basis for the Claim and the amount thereof (to the extent such amount is determinable at the time that such notice is given). (B) The Indemnitor shall have the right to defend against the Claim using attorneys that the Indemnitor designates and that the Indemnitee approves (it being understood that (I) the Indemnitee shall not unreasonably withhold, condition or delay such approval, (II) the Indemnitee shall be deemed to have approved such attorneys if the Indemnitee fails to respond within ten (10) days to the Indemnitor’s request for approval, and (III) the attorneys designated by the Indemnitor’s insurer shall be deemed approved by the Indemnitee for purposes hereof). The Indemnitor’s failure to notify the Indemnitee of the Indemnitor’s election to defend against the Claim within thirty (30) days after the Indemnitee gives such notice to the Indemnitor shall be deemed a waiver by the Indemnitor of its aforesaid right to defend against the Claim. (C) Subject to the terms of this Section 32.3(C), if the Indemnitor elects to defend against the Claim pursuant to Section 32.3(B) hereof, then the Indemnitee may participate, at the Indemnitee’s expense, in writingdefending against the Claim. The Indemnitor shall have the sole right to control the defense against the Claim (and, accordingly, the Indemnitee shall cause its counsel to act accordingly). If there exists a conflict between the interests of the Indemnitor and settlement the interests of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent Indemnitor shall pay the reasonable fees and disbursements of any counsel that the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives retains in so participating in the investigation of such Claim (at defense against the expense of IndemnitorClaim. Except as otherwise provided in this Section 32.3(C), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givepay the costs that Indemnitee otherwise incurs in engaging counsel to consult with Indemnitee in connection with the Claim. (D) If the Claim is a Claim Against Landlord, then Landlord shall cooperate reasonably with Tenant in connection therewith. If the Claim is a Claim Against Tenant, then Tenant shall cooperate reasonably with Landlord in connection therewith. (E) The Indemnitor shall not consent to the entry of any judgment or award regarding the Claim, or enter into any settlement regarding the Claim, except in either case with the prior approval of the Indemnitee (any such entry of any judgment or award regarding a Claim to which the Indemnitor consents, or any such settlement regarding a claim to which the Indemnitor agrees, being referred to herein as a “Settlement”). The Indemnitee shall not unreasonably withhold, condition or delay the Indemnitee’s approval of a proposed Settlement, provided that (I) the Indemnitor pays, in cash, to the Person making the Claim, the entire amount of the Settlement contemporaneously with the Indemnitee’s approval thereof (so that neither the Indemnitor nor the Indemnitee have any material obligations regarding the applicable Claim that remain executory from and after the consummation of the Settlement), or (II) the Person making the Claim releases the Indemnitee from any obligations owed to such Person pursuant to such Settlement that remain executory after the consummation thereof). If (x) the terms of the Settlement do not provide for the Indemnitor’s making payment, in cash, to the Person making the Claim, the entire amount of the Settlement, contemporaneously with the Indemnitee’s approval thereof (so that either the Indemnitor or the Indemnitee have any material obligations regarding the applicable Claim that remain executory from and after the consummation of the Settlement), (y) the Person making the Claim does not release the Indemnitee from any obligations owed to such Person pursuant to such Settlement that remain executory after the consummation thereof, and (z) the Indemnitee does not approve the proposed Settlement, then the Indemnitor’s aggregate liability under this Article 32 for the Claim (including, without limitation, the costs incurred by the Indemnitor for legal costs and other costs of defense) shall not exceed an amount equal to the sum of (i) the aggregate legal costs and defense costs that the Indemnitor incurred to the date that the Indemnitor proposes such Settlement, (ii) the amount that the Indemnitor would have otherwise paid to the Person making the applicable Claim under the terms of the proposed Settlement, and (iii) the aggregate legal costs and defense costs that the Indemnitor would have reasonably expected to incur in consummating the proposed Settlement. (F) If the Indemnitor does not elect to defend against the Claim as contemplated by this Section 32.3, then the Indemnitee may defend against, or settle, such claim, action or proceeding in any manner that the Indemnitee deems appropriate, and the Indemnitor shall be liable for the Claim to the extent provided in this Article 32.

Indemnification Procedure. Inpixon shall promptly notify Systat in writing of any Action and the reasons why indemnification is appropriate, and cooperate with the Systat Parties at the Systat Parties’ sole cost and expense. Subject to provisions addressing the rights to enforce the rights granted pursuant to this Agreement, at Inpixon’s sole and absolute discretion, the Systat Parties shall immediately take control of the defense and investigation of the Action and shall employ counsel reasonably acceptable to Inpixon, to handle and defend the Action, at the Systat Parties’ sole cost and expense. Systat shall not settle any Action in a manner that adversely affects the rights of any of the Inpixon Parties without Inpixon’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Inpixon’s failure to perform any obligations under this paragraph shall not relieve the Systat Parties’ of their obligation hereunder except to the extent that the Systat Parties can demonstrate that they have been materially prejudiced as a result of the failure. Inpixon Parties may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. In Inpixon’s sole discretion, upon written notice to Systat, Inpixon shall have the event that right to offset any Losses, on a Claim dollar for dollar basis, against the amount owed, or to be owed, by Sysorex to Systat under any Partitioned Note (as defined in the License Note Assignment) conveyed or to be conveyed to Systat pursuant to the License Note Assignment, so long as such Partitioned Note remains outstanding (the “Offset Right”). To the extent Inpixon exercises the Offset Right, the amount of any Losses made subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and Offset Right shall first reduce, on a Licensee Indemnitee or Bayer Indemniteedollar for dollar basis, as applicable, intends the amount owed by Sysorex to invoke its right Systat under any Partitioned Note not yet conveyed to indemnification under this Article XI, Licensee or Bayer, as Systat pursuant to the case may be, shall promptly notify the other Party License Note Assignment (the “IndemnitorRetained Partitioned Notes”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging shall reinstate a payment obligation of Sysorex to Inpixon under the Original Note (as defined in any actions the License Note Assignment) in an amount equal to such Losses, which shall concurrently reduce the amount owed by Sysorex to Systat under the applicable Retained Partitioned Note by an amount equal to such Losses (the “Offset Procedure”). If, as a result of the Offset Procedure, the amount that would adversely affect Indemnitorhave been payable by Sysorex to Systat pursuant to the Retained Partitioned Notes is reduced to zero, and Inpixon has Losses unrecouped by the Offset Procedure, then Inpixon shall next apply the Offset Procedure to any outstanding Partitioned Note previously conveyed to Systat pursuant to the License Note Assignment. Systat shall inform Inpixon in writing promptly upon satisfaction in full of Systorex’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make obligations under any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givePartitioned Note held by Systat.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 11 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 11.3, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Parties under this Article 11 shall not apply to amounts paid in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 11, but the omission so to deliver written notice to the Indemnitor shall not be required relieve the Indemnitor of any liability to giveany Indemnitee otherwise than under this Article 11. The Indemnitee under this Article 11, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnification. It is understood that only Incyte may claim indemnity under this Article 10 (on its own behalf or on behalf of an Incyte Indemnitee), and other Incyte Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only GHI may claim indemnity under this Article 10 (on its own behalf or on behalf of a GHI Indemnitee), and other GHI Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. (a) Whenever Buyer seeks indemnification for any losses described in Section 7.3 (provided the Escrow Agent is holding the Escrow Fund), Buyer shall provide notice of such claim to the Escrow Agent pursuant to the terms of the Escrow Agreement and the Escrow Agent shall disburse the Escrow Fund or a portion thereof to the Buyer in accordance with the terms of the Escrow Agreement. (b) The parties agree that in the event judicial proceedings are instituted in connection with a dispute regarding distribution of the Escrow Fund by the Escrow Agent, the losing party in such judicial proceeding shall be liable for all attorneys’ fees, costs, expert fees and other costs, fees and expenses of the winning party in connection with such judicial proceeding. (c) In the event that the Escrow Agent is no longer holding any portion of the Escrow Fund and/or in all other cases other than those covered by Section 7.5(a), whenever any claim shall arise for indemnification or other claim hereunder (a Claim subject “Claim”), the party seeking indemnification or making any other claim under this Agreement (the “Indemnitee”) shall promptly give written notice to the indemnification provisions set forth in Sections 11.1 party which is or 11.2 is made and a Licensee Indemnitee may be obligated to provide indemnity or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party recovery (the “Indemnitor”) thereofwith respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, in writingexcept to the extent, if any, that the Indemnitor is materially prejudiced thereby. If a Claim is made hereunder, the Indemnitor shall make prompt payment of such Claim to the Indemnitee subject to the terms and limitations set forth herein, provided however, if an Indemnitor disputes all or any portion of the Claim or related Losses, any dispute related thereto shall be resolved pursuant to the arbitration provisions of Section 8.12. (d) In the case of any claim, action, or proceeding made or instituted by a third-party (a “Third Party Claim”), the Indemnitee shall promptly notify the Indemnitor of such Third Party Claim for which indemnification or other recovery will be sought under this Article 7 or for any other breach of this Agreement, and the Indemnitor will have the right at its expense to assume the defense thereof using counsel reasonably acceptable to the Indemnitee. The Indemnitor Indemnitee shall have the sole right to control the defense and settlement of participate, at its own expense, with respect to any such Claim including the sole right to settle Third Party Claim. In connection with any such a Third Party Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, Sellers and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, Buyer shall cooperate with the Indemnitor each other and its legal representatives provide each other with access to relevant books and records in the investigation of their possession. No such Third Party Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, be settled without the prior written consent of the IndemnitorIndemnitee. If (i) a firm written offer is made to settle any such Third Party Claim; (ii) the proposed settlement amount is less than the Indemnity Cap; (iii) the indemnifying party proposes to accept such settlement; and (iv) the Indemnitee refuses to consent to such settlement, which then: (A) the Indemnitor shall not be required excused from, and the Indemnitee shall be solely responsible for, all further defense of such Third Party Claim; and (B) the maximum liability of the Indemnitor relating to givesuch Third Party Claim, shall be the amount of the proposed settlement if the amount thereafter recovered from the Indemnitee on such Third Party Claim is greater than the amount of the proposed settlement. Any disputes between the Indemnitor and Indemnitee concerning their respective rights and obligations under this Article 7 shall be resolved in accordance with Section 8.12.

Indemnification Procedure. In order to obtain indemnification pursuant to this Agreement, the event following process is required: (a) the Indemnitee shall notify the Indemnitor promptly in writing upon receiving notice of any demand, Claim, Action, Proceeding, Judgment or other requirement for payment that a Claim the Indemnitee reasonably believes to be subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under the terms of this Agreement, and shall request payment thereof by the Indemnitor. Indemnification payments requested by the Indemnitee shall be made by the Indemnitor no later than 30 calendar days after receipt of the written request of the Indemnitee. Any delay in providing the request will not relieve the Indemnitor from its obligations under this Agreement, except to the extent such failure is prejudicial. Claims for advancement of Expenses shall be made under the provisions of Article XI"4" hereinabove; (b) upon written request by the Indemnitee for indemnification, Licensee a determination, if required by applicable law, with respect to the Indemnitee's entitlement thereto shall be made in the specific case by one of the following methods: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (ii) if a Change in Control shall not have occurred, by a majority vote of the directors of the Indemnitor who are not and were not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee (collectively, the "Disinterested Directors"), even though less than a quorum; or (iii) if a Change in Control shall not have occurred, if a quorum of Disinterested Directors cannot be obtained, or Bayerif the Disinterested Directors so direct by majority vote of a quorum of such Disinterested Directors, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (c) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to subsection "(b)" hereinabove, the Independent Counsel shall be selected as provided in this section. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Indemnitor shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Indemnitor advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Indemnitor, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereofmay, in writing. The Indemnitor within ten days after such written notice of selection shall have been given, deliver to the sole right Indemnitor or to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or a written objection to such selection; provided, however, that such objection may be asserted only on the other Party, then ground that the prior written consent Independent Counsel so selected does not meet the requirements of the Licensee Indemnitee or Bayer Indemnitee"Independent Counsel" as defined in section "1.1" of this Agreement, and the Licensee objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or Bayera court has determined that such objection is without merit. If, within 21 calendar days after the later of (i) submission by the Indemnitee of a written request for indemnification and (ii) the final disposition of the Proceeding, the Parties have not agreed upon an Independent Counsel, either the Indemnitor or the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitor or the Indemnitee to the other's selection of Independent Counsel and for the appointment as Independent Counsel of a Person selected by the court or by such other Person as the case may be, court shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor)designate, and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense the Person with respect to whom all objections are so resolved or the Person so appointed shall act as Independent Counsel. The Indemnitor shall pay any and all reasonable fees and expenses of the Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to subsection "(b)" hereinabove, and the Indemnitor shall pay all reasonable fees and expenses incident to the procedures of this subsection regardless of the manner in which such Independent Counsel was selected or appointed; (d) in making a Claimdetermination with respect to entitlement to indemnification hereunder, without the prior written consent Person(s) making such determination shall presume that the Indemnitee is entitled to indemnification under this Agreement if Indemnitee has the submitted a request for indemnification in accordance with subsection "6.1 (a) hereinabove, and the Indemnitor shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by such Person(s) of any determination contrary to that presumption, by clear and convincing evidence; (e) the Indemnitee shall be deemed to have acted in good faith for the purposes of indemnification under this Agreement if the Indemnitee's actions are based on the records or books of account of the Indemnitor, which including financial statements, or on information supplied to the Indemnitee by the directors, officers, agents or employees of the Indemnitor in the course of their duties, or on the advice of legal counsel for the Indemnitor or on information or records given or reports made to the Indemnitor by an independent certified public accounted or by an appraiser or other expert selected by the Indemnitor. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Indemnitor shall not be required imputed to givethe Indemnitee for purposes of determining the right to indemnification under this Agreement. The (i) provisions of this section shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement and (ii) termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of the Indemnitee to indemnification or create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Indemnitor or, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. Whether or not the foregoing provisions of this subsection are satisfied, it shall in any event be presumed that the Indemnitee has at all times acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Indemnitor. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence; (f) if the Person empowered or selected under subsection "6.1(b)" hereinabove to determine whether the Indemnitee is entitled to indemnification either determines that the Indemnitee is entitled to indemnification or shall not have made a determination within 30 calendar days after receipt by the Indemnitor of the request therefor, the request determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be entitled to such indemnification absent: (i) a misstatement by the Indemnitee of a material fact, or an omission of a material fact necessary to make the Indemnitee's statement not materially misleading, in connection with the request for indemnification; or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 30 calendar day period may be extended for a reasonable time, not to exceed an additional 14 calendar days, if the Person, Persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and (g) the Indemnitee shall cooperate with the Person, Persons or entity making such determination with respect to the Indemnitee's entitlement to indemnification, including providing to such Person, Persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to the Indemnitee and reasonably necessary to such determination. Any Independent Counsel or Disinterested Director shall act reasonably and in good faith in making a determination under this Agreement of the Indemnitee's entitlement to indemnification. Any costs or Expenses (including attorneys' fees and disbursements) incurred by the Indemnitee in so cooperating with the Person, Persons or entity making such determination shall be borne by the Indemnitor (irrespective of the determination as to the Indemnitee's entitlement to indemnification) and the Indemnitor hereby indemnifies and agrees to hold the Indemnitee harmless therefrom.

Indemnification Procedure. In A claim to which indemnification applies under Section 6.4(a) or Section 6.4(b) shall be referred to herein as an “Indemnification Claim”. If any person or entity (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 6.4, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as aforesaid, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including when Allozyne is the Indemnitee, the scope or enforceability of the Sigma Patents Rights or Sigma Know-How), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Section 5.1.

Indemnification Procedure. In the event that If a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, party intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Chapter (an “Indemnitee”) the case may be, Indemnitee shall promptly notify the other Party party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be subject to a demand for indemnification (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the indemnification claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretionIndemnitee, provided, however, that if any an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee in respect of such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as claim. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee indemnification claim after notice, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, indemnification claim without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the indemnification claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this agreement or the scope, validity of enforceability of Party B’s rights in and to the proprietary technologies, without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to the Confidentiality Agreement(s) between Party A and Party B. 9.1 Any disputes arising out of the implementation of the agreement should be subject to friendly negotiation. If no solution can be reached, they should be referred to arbitration. 9.2 This agreement shall be governed by and construed under the laws of Hong Kong, notwithstanding its conflicts of laws provisions. Any arbitration under this Agreement shall be held in Hong Kong, under the arbitration rules of the International Chamber of Commerce. 9.3 The award from the arbitration committee is final and binding on both parties.

Indemnification Procedure. In Each indemnified Party (the event that a Claim subject “Indemnitee”) agrees to give the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other indemnifying Party (the “Indemnitor”) thereofprompt written notice of any Claims or discovery of fact upon which the Indemnitee intends to base a request for indemnification. Notwithstanding the foregoing, in writing. The the failure to give timely notice to the Indemnitor shall have not release the sole right Indemnitor from any liability to the Indemnitee to the extent the Indemnitor is not materially prejudiced thereby. 12.4.1 The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents in the Indemnitee’s possession or control the defense and settlement of such Claim including the sole right which relate to settle such a Claim, in its sole discretion, any Claims; provided, however, that if the Indemnitee defends or participates in the defense of any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other PartyClaims, then the prior written consent of Indemnitor shall also provide such papers and documents to the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall reasonably cooperate with the Indemnitor in defending against any Claims. 12.4.2 The Indemnitor shall have the right, by prompt written notice to the Indemnitee, to assume direction and its legal representatives in control of the investigation defense of such Claim (any Claim, with counsel reasonably satisfactory to the Indemnitee and at the expense sole cost of the Indemnitor), and refrain from engaging so long as (a) the Indemnitor shall promptly notify the Indemnitee in any actions that would adversely affect writing (but in no event more than thirty (30) days after the Indemnitor’s defense or settlement thereofreceipt of notice of the Claim) that the Indemnitor intends to *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense Confidential treatment has been requested with respect to the omitted portions. indemnify the Indemnitee pursuant to this Article absent the development of facts that give the Indemnitor the right to claim indemnification from the Indemnitee, and (b) the Indemnitor diligently pursues the defense of the Claim. 12.4.3 If the Indemnitor assumes the defense of the Claim as provided in this Section 12.4, the Indemnitee may participate in such a Claimdefense with the Indemnitee’s own counsel who shall be retained, at the Indemnitee’s sole cost and expense; provided, however, that neither the Indemnitee nor the Indemnitor shall consent to the entry of any judgment or enter into any settlement with respect to the Claim without the prior written consent of the Indemnitorother Party, which consent shall not be unreasonably withheld or delayed. If the Indemnitee withholds consent in respect of a judgment or settlement involving only the payment of money by the Indemnitor and which would not involve any stipulation or admission of liability or result in the Indemnitee becoming subject to injunctive relief or other relief, the Indemnitor shall have the right, upon written notice to the Indemnitee within five (5) days after receipt of the Indemnitee’s written denial of consent, to pay to the Indemnitee, or to a trust for its or the applicable Third Party’s benefit, such amount established by such judgment or settlement in addition to all interest, costs or other charges relating thereto, together with all attorneys’ fees and expenses incurred to such date for which the Indemnitor is obligated under this Agreement, if any, at which time the Indemnitor’s rights and obligations with respect to such Claim shall cease. 12.4.4 The Indemnitor shall not be required to giveliable for any settlement or other disposition of a Claim by the Indemnitee which is reached without the written consent of the Indemnitor.

Indemnification Procedure. In the event that (a) A Claim for indemnification for any matter not involving a third-party Claim subject may be asserted by written notice to the party from whom indemnification provisions set forth is sought promptly after the party making such claim becomes aware thereof. (b) The following procedures shall apply with respect to indemnification for third-party Claims. If any party that may choose to seek indemnification pursuant to this Agreement (the "Indemnitee") receives notice of the commencement of any action or other proceeding in Sections 11.1 respect of which indemnification or 11.2 reimbursement may be sought pursuant to this Agreement against any other party to this Agreement (the "Indemnitor"), the Indemnitee shall notify the Indemnitor in writing of such action or proceeding no later than the earlier to occur of (i) thirty (30) days following the receipt of such notice and (ii) 10 days prior to the date a response to such notice is made and a Licensee Indemnitee required by Law. Except as otherwise provided below, if any such action or Bayer other proceeding shall be brought against any Indemnitee, as applicablethe Indemnitor shall, intends upon written notice given to invoke the Indemnitee within twenty (20) days following receipt by the Indemnitor of such notice from an Indemnitee, be entitled to assume the negotiation or defense of such action or proceeding with counsel chosen by the Indemnitor and reasonably satisfactory to such Indemnitee. Any Indemnitee may at its right own expense retain separate counsel to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, participate in writingsuch defense. The Indemnitor shall not have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability bycompromise, or imposes consent to the entry of any obligation onjudgment in, a Licensee Indemnitee any pending or Bayer threatened Claim that is subject to indemnification hereunder without the Indemnitee, as the case may be, or the other Party, then the 's prior written consent if such settlement includes (i) (subject to the further limitations set forth in the immediately following sentence) any injunction or other equitable remedy in respect of the Licensee Indemnitee or Bayer Indemniteeits business or (ii) liabilities which would not be fully indemnified pursuant to this Article VI. Notwithstanding the foregoing, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not have the right to assume the defense of a third-party Claim if (i) such Claim would reasonably be expected to result in criminal proceedings or is based on criminal laws, (ii) such Claim seeks an injunction or other equitable remedy, (iii) such Claim would reasonably be expected to have a material adverse effect on the business or financial condition of the Indemnitee, or (iv) upon petition by the Indemnitee, an appropriate court rules that the Indemnitor failed or is failing to vigorously prosecute or defend such Claim. Notwithstanding the foregoing, any Indemnitee shall have the right to employ separate counsel at the Indemnitor's expense and to control its own defense of any third-party Claim if (A) a conflict or potential conflict exists between any Indemnitor and such Indemnitee and the Indemnitee's counsel has advised it in writing that separate representation advisable as a result thereof, (B) the employment of such counsel shall have been authorized in writing by the Indemnitor, or (C) the Indemnitor shall not have employed counsel in the defense of such Claim after ten (10) days' advance written notice by the Indemnitee. In no event shall the Indemnitor be required to givepay fees and expenses under this Article VI for more than one firm of attorneys on behalf of the Indemnitee in any jurisdiction in any one action or proceeding or group of related actions or proceedings. A delay on the part of an Indemnitee in notifying the Indemnitor of any action or other proceeding in respect of which indemnification or reimbursement may be sought under this Article VI, under circumstances that would require such notification pursuant to this Section 6.4, will not relieve the Indemnitor from any obligation under this Article VI unless, and then solely to the extent that, the Indemnitor is prejudiced thereby. If the Indemnitor assumes the defense of any third-party Claim, the Indemnitor shall be fully responsible for (i) all Damages resulting from or relating to such Claim, subject to the limitations on indemnification expressly set forth in this Article VI, and (ii) all expenses incurred by such Indemnitor in connection with the defense or settlement of such third-party Claim.

Indemnification Procedure. In the event A person or entity that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as the case may be, shall Section 10 (an “Indemnitee”) must promptly notify the other Party (the “Indemnitor”) thereofin writing of any Claim in respect of which the Indemnitee intends to claim such indemnification, in writing. The and the Indemnitor shall have the sole right to control will assume the defense and settlement of thereof whether or not such Claim including the sole right to settle such a Claim, in its sole discretion, is rightfully brought; provided, however, that if any such settlement requires an admission Indemnitee will have the right to take sole control of fault or liability bythe defense and retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as unless Indemnitor does not assume the defense, in which case may be, or the other Party, then reasonable fees and expenses of counsel retained by the prior written consent of Indemnitee will be paid by the Licensee Indemnitee or Bayer Indemnitor. The Indemnitee, and the Licensee or Bayerits employees and agents, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall will cooperate fully with the Indemnitor and its legal representatives in the investigation investigations of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofClaim. The Licensee Indemnitor may not enter into any settlement or compromise unless such settlement or compromise unconditionally releases the Indemnitee from all liability for all Claims or Bayer unless such settlement or compromise is consented to in writing by the Indemnitee, as applicable, which consent shall not, except at its own cost, voluntarily make not be unreasonably withheld or delayed. The Indemnitor will not be liable for the indemnification of any payment Claim settled or incur any expense with respect to such a Claim, compromised by the Indemnitee without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required to giveunreasonably withheld or delayed.

Indemnification Procedure. In Except as otherwise provided in Section 5.03(c) with respect to Taxes (which, for this purpose, shall include any claim with respect to any Excluded Liability which is with respect to Taxes), for the event that a Claim subject to purposes of administering the indemnification provisions set forth in Sections 11.1 or 11.2 is made of this Section 5.04, the following procedures shall apply from and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends after the Closing Date: (i) Any Person claiming indemnification pursuant to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, Agreement shall promptly notify the other Party (Indemnitor in writing of the “Indemnitor”) thereofoccurrence of any event that such Person asserts is or may be an Indemnification Event and shall describe in reasonable detail the facts, in writing. The Indemnitor shall have events and circumstances relating to the sole right to control the defense and settlement subject matter of such Claim including claim and the sole right to settle such a Claim, amount (if reasonably calculable) of the Losses in its sole discretion, connection therewith; provided, however, that any delay or failure by the 106 indemnified Person to give notice to any Indemnitor as required by this Section 5.04 shall not relieve the Indemnitor of its obligations hereunder except to the extent, if at all, that the Indemnitor is materially and adversely prejudiced by reason of such delay or failure. (ii) Except as otherwise set forth in this Section 5.04, if such Indemnification Event involves the claim of any third party, the Indemnitor shall be entitled to participate in and, to the extent it shall wish, assume control over (in which case the Indemnitor shall assume all expenses with respect to) the defense, settlement, adjustment or compromise of such claim if, in the case of assuming control, it shall provide the indemnified Persons with a written acknowledgement of its liability for indemnity against Losses relating to such Indemnification Event. Notwithstanding the foregoing, pursuant to the terms of Section 5.04(i)(vi) hereof, the Purchaser shall have the sole right, with counsel of its choice, to elect to defend, settle or otherwise dispose of any action, claim or proceeding that constitutes a Non-Assumable Claim (any such settlement requires an admission of fault action, claim or liability by, or imposes any obligation onproceeding, a Licensee Indemnitee "Retained Claim") and Seller shall not be entitled to assume the defense thereof. If the Indemnitor assumes the defense, settlement, adjustment or Bayer Indemniteecompromise of any Indemnification Event, as the case may beit shall pursue such defense, settlement, adjustment or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, compromise diligently and in good faith and the Licensee or Bayer, as the case may be, indemnified Person (and its counsel) shall be required before entitled to continue to participate at its own cost (except as provided below) in any such Action or in any negotiations or proceedings to settle or otherwise eliminate any claim for which indemnification is being sought. An indemnified Person shall have the Indemnitor may execute right to employ separate counsel in any Action and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives to participate in the investigation of such Claim (defense thereof at the expense of the Indemnitor (A) if the retention of such counsel has been specifically authorized by the Indemnitor, (B) if the counsel is retained because the Indemnitor does not notify the indemnified Person within 20 Business Days after its receipt of a claim notice that the Indemnitor has elected to undertake the defense thereof, or (C) to the extent such participation relates to a claim or defense as to which the Indemnitor may have a conflict of interest. (iii) The Indemnitor shall obtain the prior written approval of the indemnified Person(s) (which approval shall not be unreasonably withheld) before entering into any settlement, adjustment, or compromise with respect to an Indemnification Event that provides for any relief other than (A) the payment of monetary Losses by the Indemnitor and (B) a full and unconditional release of the indemnified Person(s). (iv) (A) If the Indemnitor does not assume control over the defense of an Action or claim as provided in Section 5.04(i)(ii) within 20 Business Days of receipt of notice thereof, and refrain from engaging the indemnified Person shall have the right to defend such Action or claim in such manner as it may deem appropriate; provided, however, that such indemnified Person shall obtain the prior written approval of the Indemnitor before entering into any actions that would adversely affect Indemnitor’s defense settlement, adjustment or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense compromise with respect to such Action or claim (which approval shall not be unreasonably 107 withheld or delayed) other than a Claimsettlement, adjustment or compromise that provides for (1) the payment of monetary Losses by indemnified Person(s) without recourse to the prior written consent Indemnitor and (2) a full and unconditional release of the Indemnitor, which . The indemnified Party must pursue the Indemnitor shall not be required to givedefense or settlement of any such claims diligently and in good faith.

Indemnification Procedure. All claims for indemnification by one or more parties entitled to be indemnified hereunder (each, an “Indemnitee” and collectively, the “Indemnitee”) by one or more parties hereto (each, an “Indemnitor” and collectively, the “Indemnitor”), shall be asserted and resolved as follows: (i) In the event that any action, suit, claim, proceeding, investigation, audit, examination, demand, assessment, fine, judgment, settlement, compromise, interest, penalty, cost, remedial action and other expense (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “Actions”) for which the Indemnitee may claim indemnity under this Agreement is asserted against or sought to be collected from the Indemnitee by a Claim subject third party, the Indemnitee shall as promptly as practicable notify the Indemnitor following the receipt by the Indemnitee of notice, written or otherwise, of such Action, specifying the nature of such Action and the amount or the estimated amount thereof to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as extent then feasible (which estimate shall not be conclusive of the case may be, shall promptly notify the other Party final amount of such Action) (the “IndemnitorClaim Notice”); provided, however, that the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability it may have to the Indemnitee under this Agreement unless, and only to the extent that, such failure to so notify materially prejudices the Indemnitor or results in the loss of substantive rights or defenses; (ii) thereof, in writing. The Indemnitor shall have thirty calendar days from the date on which the Claim Notice is duly given (the “Notice Period”) to notify the Indemnitee (A) whether or not it disputes the liability of the Indemnitor to the Indemnitee hereunder with respect to such claim or demand, and (B) whether or not the Indemnitor desires, at its sole right cost and expense, to defend the Indemnitee against such Action. If the Indemnitor notifies the Indemnitee within the Notice Period that it disputes its liability under the Indemnification Obligation to the Indemnitee with respect to a particular Action, and such dispute is determined by a final and nonappealable Order to be a wrongful denial of such liability, the Indemnitor shall be liable to the Indemnitee for the amount of any and all Losses arising from the Indemnitor’s failure to satisfy its Indemnification Obligation with respect to such Action; (iii) In the event the Indemnitor notifies (the “Indemnitor Notice”) the Indemnitee within the Notice Period that it desires to defend the Indemnitee against such Action, then except as hereinafter provided, the Indemnitor shall defend, at its sole cost and expense, the Indemnitee by appropriate activities or proceedings, shall use its commercially reasonable efforts to settle or prosecute or otherwise contest, at Indemnitor’s election (subject to the terms of this Agreement), such activities or proceedings to a final conclusion in such a manner as to attempt to avoid the Indemnitee becoming subject to any injunctive or other equitable Order for relief or to liability for any other matter, and shall control the defense and settlement conduct of such Claim including the sole right to settle such a Claim, in its sole discretion, defense; provided, however, that if the Indemnitor fails to take reasonable steps necessary to defend the Indemnitee diligently against such Action after providing such Indemnitor Notice, within ten calendar days after receiving written notice from the Indemnitee stating that the Indemnitee believes that the Indemnitor has failed to take such steps, the Indemnitee may assume its own defense and the Indemnitor shall be liable for all Losses arising out of such Action; provided, further, that the Indemnitor shall not be entitled to assume the defense of any such settlement requires an admission of fault or liability by, or imposes any Action pursuant to this Section unless it has accepted and assumed in writing the obligation on, a Licensee to indemnify the Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to Losses arising from or relating to such a ClaimAction, and that the Indemnitor shall not in any Action in which Losses include any obligation other than, or in addition to, the payment of money for which the Indemnitor has assumed the obligation, without the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed, consent to the entry of any judgment against the Indemnitee or enter into any settlement or compromise which does not include, as an unconditional term thereof, the giving by all claimants and plaintiffs to the Indemnitee of a release, in form and substance reasonably satisfactory to the Indemnitee, from all liability in respect of any Action. If the defendants in any such Action include both the Indemnitor and the Indemnitee and the Indemnitee shall have reasonably concluded that there may be legal defenses or rights available to the Indemnitee which are in potential conflict with those available to the Indemnitor, the Indemnitee shall have the right to select one law firm to act at the Indemnitor’s expense as separate counsel, on behalf of the Indemnitee. In addition, if the Indemnitee desires to participate in, but not control, any other defense or settlement, it may do so at its sole cost and expense. So long as the Indemnitor is defending in good faith any such Action, the Indemnitee shall not settle such Action without the consent of the Indemnitor, which shall not be unreasonably withheld or delayed; provided, however, that the Indemnitee reserves the right to settle any Action at the Indemnitee’s sole cost and expense without the consent of the Indemnitor and the Indemnitor shall have no further liability or obligation with respect to any such Action so settled. (iv) Prior to the Indemnitor’s settling any Action, the defense of which it has assumed control, in which the settlement includes any obligation of the Indemnitee other than, or in addition to, the payment of money for which the Indemnitor has assumed the obligation, the Indemnitor shall obtain the Indemnitee’s prior approval, confirmed in writing in accordance with the notice provisions hereof, which approval shall not be required unreasonably withheld or delayed. If such settlement consists of a bona fide offer and the Indemnitee notifies the Indemnitor of its disapproval of such settlement, the Indemnitee shall thereupon become liable, from and after the date of its disapproval, for the amount of any award, settlement, costs, expenses (including, without limitation, reasonable attorneys’ fees and court costs) or other Losses in excess of the proposed settlement amount and shall have the right to giveelect to control the defense of such Action at its sole cost and expense. (v) In the event the Indemnitee should have a claim for indemnification against the Indemnitor hereunder which does not involve an Action being asserted against or sought to be collected from the Indemnitee by a third party, the Indemnitee shall promptly send a Claim Notice with respect to such claim to the Indemnitor; provided, however, that the failure so to notify the Indemnitor will not relieve the Indemnitor from any liability it may have to the Indemnitee under this Agreement unless, and only to the extent that, such failure so to notify materially prejudices the Indemnitor or results in the loss of substantive rights or defenses. If the Indemnitor does not notify the Indemnitee within the Notice Period that it disputes such claim, the Indemnitor shall be liable for the amount of any Losses related thereto.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 (ONO Indemnity) or Section 10.2 (FATE Indemnity) shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10 (Indemnity and Insurance), Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such settlement requires an admission counsel in such proceedings. If the Indemnitor does not assume the defense of the Indemnification Claim as described in this Section 10.3 (Indemnification Procedure), above, the Indemnitee may defend the Indemnification Claim at Indemnitor’s expense (subject to Sections 10.1 (ONO Indemnity) and 10.2 (FATE Indemnity)) but shall have no obligation to do so. Neither the Indemnitor nor the Indemnitee shall admit fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or on behalf of the other Party, then Party without the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementother Party. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope, exclusivity, duration or enforceability of the intellectual property or Confidential Information or Patent or other rights granted or licensed to the Indemnitee hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld, delayed or conditioned. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 8 (Confidentiality), and cause its employees to be available in a deposition, hearing or trial. * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission.

Indemnification Procedure. In A claim to which indemnification applies under Section 14.1 or Section 14.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XIARTICLE 14, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, providedagreed, however, that if any the failure by an Indemnitee to give such settlement requires an admission notice shall not relieve the Indemnitor of fault or liability by, or imposes any its indemnification obligation on, under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a Licensee Indemnitee or Bayer Indemnitee, as result of such failure to give notice). Each claim notice shall describe in reasonable detail the case may be, basis for such claim (the “Claim Basis”) and specify the amount or the estimated amount of Losses actually incurred or paid by the Indemnitee as a result of the Claim Basis, to the extent ascertainable. By delivering notice to the Indemnitee within [***] days after delivery of notice described in the immediately preceding sentence, the Indemnitor may assume and control, with the sole power to direct, the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee. If the Indemnitor does not assume control of the defense of the Indemnification Claim as described in this Section 14.3, above, the Indemnitee shall control such defense at Indemnitor’s expense (subject to Sections 14.1 and 14.2). The Party not controlling such defense may participate therein at its own expense. Neither the Indemnitor nor the Indemnitee shall admit fault on behalf of the other Party, then Party without the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementother Party. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such compromise an Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the shall not be unreasonably withheld, delayed or conditioned. The Indemnitor shall not settle or compromise an Indemnification Claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnitee from all liability with respect thereto or that imposes any liability or obligation on the Indemnitee for which the Indemnitee is not indemnified under this Agreement, without the prior written consent of the Indemnitee. The Party controlling the defense of an Indemnification Claim shall keep the other Party advised of the status of such Indemnification Claim and the defense thereof and shall reasonably consider recommendations made by the other Party with respect thereto. The other Party shall cooperate fully with the Party controlling such defense and shall make available all pertinent information under its control, which information shall be required subject to giveARTICLE 12, and cause its employees to be available in a deposition, hearing or trial.

Indemnification Procedure. In the event that (a) If a Claim subject Party is seeking indemnification pursuant to the indemnification provisions set forth in Sections 11.1 Section 8.1 or 11.2 is made and a Licensee Indemnitee or Bayer IndemniteeSection 8.2, as applicableapplicable (such Party, intends to invoke its right to indemnification under this Article XIthe “Indemnitee”), Licensee or Bayer, as the case may be, it shall promptly notify inform the other Party (the “Indemnitor”) thereofof the claim giving rise to the obligation to indemnify pursuant to Section 8.1 or Section 8.2, as applicable, as soon as reasonably practicable after receiving notice of or otherwise becoming aware of the claim (an “Indemnification Claim Notice”), provided that any delay or failure to provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnitee’s rights to indemnification under Section 8.1 or Section 8.2, as applicable, except to the extent that such delay or failure prejudices the Indemnitor’s ability to defend against the relevant claims or results in writing. increased Damages to the Indemnitor. (b) The Indemnitor shall have the sole right, upon written notice given to the Indemnitee within thirty (30) days after receipt of the Indemnification Claim Notice (and, where the Indemnitor is Licensor, subject to receipt of Avenue’s prior written consent), to assume, at its own expense, the defense of any such claim for which the Indemnitee is seeking indemnification pursuant to Section 8.1 or Section 8.2, as applicable. The Indemnitee shall cooperate with the Indemnitor and the Indemnitor’s insurer as the Indemnitor may reasonably request, and at the Indemnitor’s cost and expense. The Indemnitee shall have the right to control participate, at its own expense, and with counsel of its choice, in the defense and settlement of such Claim including any claim or suit that has been assumed by the sole right Indemnitor. (c) The Indemnitor shall not settle any claim to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault which it is subject pursuant to Section 8.1 or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer IndemniteeSection 8.2, as the case may beapplicable, or the other Party, then without first obtaining the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and not to be unreasonably withheld, conditioned, or delayed, provided that the Licensee or Bayer, as the case may be, Indemnitor shall not be required before to obtain such consent if the Indemnitor may execute settlement: (i) involves only the payment of money and deliver such a settlement. The Licensee shall not result in the Indemnitee (or Bayer Indemniteeother Licensor Indemnitees or Avenue Indemnitees, as applicable) becoming subject to injunctive, shall cooperate with equitable, or other similar type of relief, including any restrictions on the Indemnitor and its legal representatives in operations of the investigation business of such Claim the Indemnitee; (at ii) does not require an admission by the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense Indemnitee (or settlement thereof. The Licensee Indemnitee other Licensor Indemnitees or Bayer IndemniteeAvenue Indemnitees, as applicable); (iii) does not adversely affect the rights or licenses granted to the Indemnitee (or its Affiliate) under this Agreement; and (iv) includes a general release of all Third-Party Claims against the Indemnitee by the applicable Third Party, if any, for which the Indemnitor is obligated to indemnify the Indemnitee pursuant to this Section 8. The Indemnitee shall not, except at its own cost, voluntarily make not settle or compromise any payment or incur any expense with respect to such a Claim, claim without first obtaining the prior written consent of the Indemnitor. (d) If the Parties cannot agree as to the application of Section 8.1 or Section 8.2, as applicable, with respect to any claim, the Parties may conduct separate defenses of such claims, with each Party retaining the right to claim indemnification from the other Party in accordance with Section 8.1 or Section 8.2, as applicable, upon resolution of the underlying claim. In each case, the Indemnitee shall reasonably cooperate with the Indemnitor and shall make available to the Indemnitor all pertinent information under the control of the Indemnitee, which the Indemnitor information shall not be required subject to giveSection 6.

Indemnification Procedure. In Any Indemnitee seeking indemnification under Section 11.2 or Section 11.3 hereof shall give an Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the event that a Claim subject obligations of the Indemnitor unless (and then solely to the indemnification provisions set forth in Sections 11.1 or 11.2 extent) such Indemnitor is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writingactually prejudiced thereby. The Indemnitor shall have the sole right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settlement of such Claim including settle any claims for which it is responsible for indemnification hereunder (provided that the sole right to Indemnitor will not settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer claim without (i) the appropriate Indemnitee, as the case may be, or the other Party, then the 's prior written consent or (ii) obtaining an unconditional release of the Licensee appropriate Indemnitee from all claims arising out of, or Bayer Indemniteein any way relating to, and the Licensee or Bayercircumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with between the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense the Indemnitor is responsible to the Indemnitee with respect to such a Claimclaim to the extent and subject to the limitations set forth herein; provided, without the prior written consent of the Indemnitor, which that the Indemnitor shall not be required entitled to givecontrol the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to Section 11.2 or Section 11.3, as applicable, that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extent that the undertaking to indemnify, pay and hold harmless set forth in Section 11.2 or Section 11.3, as applicable, may be unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. For purposes hereof, "Indemnitor" means the Purchaser Indemnitor or the Company Indemnitor, as applicable; "Indemnitee" means a Purchaser Indemnitee or a Company Indemnitee and "Indemnified Liabilities" means either Purchaser Indemnified Liabilities or Company Indemnified Liabilities.

Indemnification Procedure. In A Party (the event that a Claim subject “Indemnitee”) which intends to the claim indemnification provisions set forth in Sections 11.1 under Section 10.1 or 11.2 is made and a Licensee Indemnitee or Bayer IndemniteeSection 10.2, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly (i.e., within twenty (20) calendar days of receipt) notify the other Party (the “Indemnitor”) thereofin writing of any Claim in respect of which the Indemnitee or any of its directors, in writingofficers, employees or agents intend to claim such indemnification, provided that the failure to provide timely notice to the Indemnitor shall release the Indemnitor from any liability to the Indemnitee but only to the extent the Indemnitor is prejudiced thereby. The Indemnitee shall permit and shall cause its employees and agents to permit the Indemnitor shall have the sole right to control assume the defense and settlement of any such Claim including with qualified counsel at the Indemnitor’s ​ ​ sole right to settle such a Claim, in its sole discretioncost and expense, provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the judgment of the Indemnitee in its reasonable discretion for the same counsel to represent both the Indemnitee and the Indemnitor, the Indemnitee shall be able to obtain its own counsel at the expense of the Indemnitor. The Indemnitee may participate in such defense through counsel of its own selection at the Indemnitee’s sole cost and expense. Neither Party shall settle or consent to entry of judgment of any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or Claim without the other Party, then the ’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided that the Indemnitee shall be deemed to have granted such consent if either: (a) such settlement does not adversely affect the Indemnitee and does not impose any obligation or liability on the Indemnitee which cannot be assumed and performed in full by the Indemnitor; or (b) such settlement involves only the payment of money by the Licensee Indemnitee Indemnitor or Bayer its insurer. The Indemnitor shall not be responsible for any attorneys’ fees or other costs incurred other than as provided in this Agreement. The Indemnitee, its employees and the Licensee or Bayer, as the case may be, its agents shall be required before the Indemnitor may execute provide reasonable and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with good faith assistance (including but not limited to documents and testimony) to the Indemnitor and its legal representatives representatives, at the Indemnitor’s expense, in the investigation and defense of such any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to givecovered by this indemnification.

Indemnification Procedure. In A Party seeking indemnity hereunder (the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, ”) shall promptly notify the other indemnifying Party (the “Indemnitor”) thereofin writing of any claim giving rise to an obligation of indemnity hereunder and give the Indemnitor full authority, information and assistance (at the Indemnitor’s expense) for the defense of such claim. Failure of the Indemnitee to notify the Indemnitor promptly of the claim shall not be a ground for refusing to provide the indemnity, unless the Indemnitor has been materially prejudiced by such delay. In addition to the Indemnitor’s obligation to defend, the Indemnitor shall pay all damages, settlements, claims, fees, expenses and costs (including, without limitation, legal fees and expenses) (“Damages”) awarded therein against or otherwise incurred by the Indemnitee in writingconnection with any claim. The Indemnitee shall not settle any such claim without the written consent of the Indemnitor, not to be unreasonably delayed or denied. The Indemnitor shall have the sole right not agree to control the defense and any settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission claim that does not include a complete release of fault the Indemnitee from all liability with respect thereto or liability by, or that imposes any liability, obligation on, a Licensee or restriction on the Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the IndemnitorIndemnitee. The Indemnitee may participate in the defense of any claim through its own counsel, which and at its own expense. In the event the Indemnitor fails to perform pursuant to this Section 7.3, the Indemnitee shall have the right to assume the control and defense of such matter, and the Indemnitor shall be fully responsible for all reasonable costs, expenses (including but not limited to reasonable attorneys’ and expert fees), judgment and damages of the Indemnitee incurred in connection therewith and shall indemnify and hold harmless the Indemnitee therefrom. If the Indemnitor does not defend as required hereunder, the Indemnitee may also withhold any payments that would otherwise be required due hereunder to givecover its out-of-pocket expenses to defend any such suit.

Indemnification Procedure. In Each party shall promptly notify the event that a Claim subject other party in writing of any Action for which such party believes it is entitled to the indemnification provisions set forth in Sections be indemnified pursuant to Section 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or BayerSection Error! Reference source not found., as the case may be, . The party seeking indemnification (the "Indemnitee") shall promptly notify cooperate with the other Party party (the “"Indemnitor”") thereof, in writingat the Indemnitor's sole cost and expense. The Indemnitor shall have the sole right to promptly assume control of the defense and settlement shall employ counsel of such Claim including its choice to handle and defend the same, at the Indemnitor's sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, cost and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlementexpense. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with may participate in and observe the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except proceedings at its own cost, voluntarily make any payment or incur any cost and expense with respect to such a Claim, counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, which in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 11.3 will not relieve the Indemnitor shall not be required of its obligations under this Section 1, except to give.the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.‌

Indemnification Procedure. In The Indemnitee shall notify the event that a Claim subject to the indemnification provisions set forth company in Sections 11.1 or 11.2 writing if any claim is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification brought against him in respect which indemnity may be sought under this Article XI, Licensee or Bayer, as the case may be, Agreement. · The Indemnitee shall promptly notify the other Party (the “Indemnitor”) Company of any legal proceedings initiated and of all possible or threatened legal proceedings without delay following first becoming aware thereof, and the Indemnitee shall deliver to the Company, or to such person as it shall advise, without delay all documents received in writingconnection with these proceedings. Similarly, the Indemnitee must advise the Company on an ongoing and current basis concerning all events which the Indemnitee suspects may give rise to the initiation of legal proceedings against the Indemnitee. Notice to the Company shall be directed to the Chief Executive Officer with a copy to the General Counsel and the Chief Financial Officer of the Company as per Section 1.14 hereof, or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be directed to the Chairman of the Board and the other addressees. · The Indemnitor Company will be entitled to participate therein at its own expense or to assume the defense thereof and to employ counsel reasonably satisfactory to Indemnitee. Indemnitee shall have the sole right to control employ its own counsel in connection with any such Claim and to participate in the defense thereof, but the fees and settlement expenses of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, counsel shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of IndemnitorIndemnitee unless: (i) the Company shall not have assumed the defense of the Claim, or (ii) the named parties to any such action (including any impleaded parties) include both Indemnitee and the Company, and Indemnitee shall have reasonably concluded that joint representation is inappropriate under applicable standards of professional conduct due to a conflict of interest between Indemnitee and the Company, in either of which events reasonable fees and expenses of such counsel to Indemnitee shall be borne by the Company. However, in no event will the Company be obligated to pay the fees or expenses of more than one firm of attorneys representing Indemnitee in connection with any one Claim or separate but substantially similar or related Claims in the same jurisdiction arising out of the same general allegations or circumstances. For the avoidance of doubt, in the case of criminal proceedings the Company and/or the attorneys as aforesaid will not have the right to plead guilty in Indemnitee’s name or to agree to a plea-bargain in his name without his prior written consent. Furthermore, in a civil proceeding (whether before a court or as a part of a compromise arrangement), and refrain from engaging in the Company and/or its attorneys will not have the right to admit to any actions occurrences that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect are not indemnifiable pursuant to such a Claimthis Agreement and/or pursuant to law, without the Indemnitee’s prior written consent consent. However, the aforesaid will not prevent the Company and/or its attorneys as aforesaid, with the approval of the IndemnitorCompany, which to come to a financial arrangement with a plaintiff in a civil proceeding without Indemnitee’s consent so long as such arrangement will not be an admittance of an occurrence not fully indemnifiable pursuant to this Agreement and/or pursuant to law and further provided that any such settlement or arrangement does not impose on Indemnitee any liability or limitation. · The Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the Indemnitor Company's written consent. Indemnitee shall give the Company such information and cooperation as may be required. · The Indemnitee will fully cooperate with the Company and/or any attorney as aforesaid in every reasonable way as may be required within the context of their conduct of such legal proceedings, including but not limited to the execution of power(s) of attorney and other documents, provided that the Company shall cover all costs incidental thereto such that the Indemnitee will not be required to givepay the same or to finance the same himself. · Upon Indemnitee's written request to the Company to indemnify him in accordance with the provisions of this Agreement, the Company will take all necessary action in accordance with the law to indemnify the Indemnitee and will act to receive all required approvals for such indemnification, if so required. If such required shall not be obtained by the Company, them such payment of unapproved indemnification will be subject to the approval of the requisite court of law, and the Company will take necessary action to obtain such court's approval.

Indemnification Procedure. In order to obtain indemnification pursuant to this Agreement, the event following process is required: (a) the Indemnitee shall notify the Indemnitor promptly in writing upon receiving notice of any demand, Claim, Action, Proceeding, Judgment or other requirement for payment that a Claim the Indemnitee reasonably believes to be subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under the terms of this Agreement, and shall request payment thereof by the Indemnitor. Indemnification payments requested by the Indemnitee shall be made by the Indemnitor no later than 30 calendar days after receipt of the written request of the Indemnitee. Any delay in providing the request will not relieve the Indemnitor from its obligations under this Agreement, except to the extent such failure is prejudicial. Claims for advancement of Expenses shall be made under the provisions of Article XI"4" hereinabove; (b) upon written request by the Indemnitee for indemnification, Licensee a determination, if required by applicable law, with respect to the Indemnitee's entitlement thereto shall be made in the specific case by one of the following methods: (i) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (ii) if a Change in Control shall not have occurred, by a majority vote of the directors of the Indemnitor who are not and were not a party to the Proceeding in respect of which indemnification is sought by the Indemnitee (collectively, the "Disinterested Directors"), even though less than a quorum; or (iii) if a Change in Control shall not have occurred, if a quorum of Disinterested Directors cannot be obtained, or Bayerif the Disinterested Directors so direct by majority vote of a quorum of such Disinterested Directors, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (c) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to subsection "(b)" hereinabove, the Independent Counsel shall be selected as provided in this section. If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Indemnitor shall give written notice to the Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by the Indemnitee (unless the Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and the Indemnitee shall give written notice to the Indemnitor advising it of the identity of the Independent Counsel so selected. In either event, the Indemnitee or the Indemnitor, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereofmay, in writing. The Indemnitor within ten days after such written notice of selection shall have been given, deliver to the sole right Indemnitor or to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior a written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect objection to such a Claimselection; provided, without however, that such objection may be asserted only on the prior written consent of ground that the Indemnitor, which the Indemnitor shall Independent Counsel so selected does not be required to give.meet the

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 7.1 or Section 7.2 will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Claim”. If any Person (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 7, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Amendment except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor; provided that (i) the Indemnitor shall not enter into any settlement that requires the Indemnitee to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of admit fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer wrongdoing without the Indemnitee, as the case may be, or the other Party, then the prior written ’s consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before (ii) the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, expressly agrees in writing that as applicable, shall cooperate with between the Indemnitor and the Indemnitee, the Indemnitor will be solely obligated to satisfy and discharge the Claim in full and is able to reasonably demonstrate that it has sufficient financial resources (the matters described in (i) and (ii), the “Litigation Conditions”). The Indemnitee, at its legal representatives in own expense, will have the investigation right to retain its own counsel to join, but not control, the defense of any Claim that has been assumed by the Indemnitor. If the Indemnitor does not assume the defense of such Claim (at as aforesaid, the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofIndemnitee may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim assumed by the Indemnitor without the prior written consent of the Indemnitor. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to the Indemnitor all pertinent information under the control of the Indemnitee, which the Indemnitor shall not information will be required subject to giveSection 7.

Indemnification Procedure. In the event A party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification under this Article XI, Licensee or Bayer, as Section 10.2 (the case may be, shall "Indemnitee") shall: (i) promptly notify the other Party indemnifying party (the “"Indemnitor”") thereofin writing of any Third Party Claim in respect of which the Indemnitee or any of its Affiliates or any of their respective directors, officers, employees, representatives, agents or their respective successors, heirs or assigns intend to claim such indemnification hereunder; (ii) provide the Indemnitor sole control of the defense and/or settlement thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Indemnitee reserves the right to retain its own counsel to defend itself in, but not control the defense of, such suit, at its own expense, unless (a) the interests of the Indemnitee and the Indemnitor in the suit conflict in such a manner and to such extent as to require, consistent with applicable standards of professional responsibility, the retention of separate counsel for the Indemnitee, in writingwhich case, the Indemnitor shall pay for one separate counsel chosen by the Indemnitee or (b) the Indemnitor shall not have employed attorneys reasonably satisfactory to the Indemnitee to defend any action within a reasonable time after notice of commencement of such action and (iii) provide the Indemnitor, at the Indemnitor's request and expense, with reasonable assistance and full information with respect thereto. The Neither the Indemnitor nor the Indemnitee shall be responsible to or bound by any settlement made by the other without its prior written consent, which shall not be unreasonably withheld or delayed. Without limiting the foregoing provisions of this Section 10.2(c), the Indemnitor shall keep the Indemnitee reasonably informed of the progress of any claim, suit or action under this Section 10.2 and the Indemnitee shall have the right to participate in any such claim, suit or proceeding with counsel of its choosing at its own expense, but the Indemnitor shall have the sole right to control the defense and or settlement of such Claim including the sole right to settle such a Claim, thereof in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate accordance with the Indemnitor and its legal representatives in the investigation terms of such Claim (at the expense of Indemnitorthis Section 10.2(c), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.

Indemnification Procedure. (a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Secretary of the Company (or to such other officer as may be designated by the Board) a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary, or other designated officer, of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. (b) Upon written request by Indemnitee for indemnification pursuant to Section 9(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change of Control (as herein defined) shall have occurred, by Independent Counsel (as herein defined) (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 9(b)) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board by a majority vote of a quorum consisting of Disinterested Directors or (B) if a quorum of the Board consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (C) if directed by the Directors, by the stockholders of the Company; or (iii) as provided in Section 10(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to or on behalf of Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. (c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(b) hereof, the Independent Counsel shall be selected as provided in this Section 9(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him of the identity of the independent counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that a Claim subject such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayerthe Company, as the case may be, shall promptly notify the other Party may, within seven (the “Indemnitor”7) thereof, in writing. The Indemnitor days after such written notice of selection shall have been given, deliver to the sole right Company or to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or a written objection to such selection. Such objection may be asserted only on the other Party, then ground that the prior written consent Independent Counsel so selected does not meet the requirements of the Licensee Indemnitee or Bayer Indemnitee"Independent Counsel" as defined in Section 1 of this Agreement, and the Licensee objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 9(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Bayer, Indemnitee may petition the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the case may be, Court shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor)designate, and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 9(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such a ClaimIndependent Counsel in connection with acting pursuant to Section 9(b) hereof, without and the prior written consent Company shall pay all reasonable fees and Expenses incident to the procedures of this Section 9(c), regardless of the Indemnitormanner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial Proceeding pursuant to Section 11(a) of this Agreement, which Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the Indemnitor shall not be required to giveapplicable standards of professional conduct then prevailing).

Indemnification Procedure. In (a) Whenever any claim shall arise for indemnification hereunder (a "Claim"), the event party entitled to indemnification (the "INDEMNITEE") shall promptly give written notice to the party obligated to provide indemnity (the "INDEMNITOR") with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim Claim, the Indemnitor shall provide counsel (such counsel subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writingexpense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor shall have in the sole right to control the investigation, trial, defense and settlement of such any appeal arising from the matter from which the Claim including the sole right to settle such a Claim, in its sole discretion, arose; provided, however, that if the Indemnitee may (but shall not be obligated to) participate in any such settlement requires an admission of fault investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or liability bydefense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or imposes any obligation ondefense is not pursued, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or Indemnitor shall bear the other Party, then the prior written consent expense of the Licensee Indemnitee's separate participation, including all fees, costs and expenses of one separate counsel for the Indemnitee (or Bayer multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Licensee or Bayer, as Indemnitor shall deliver to the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with its counsel copies of all pleadings and other information within the Indemnitor and its legal representatives in Indemnitor's knowledge or possession reasonably requested by the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give.counsel

Indemnification Procedure. In A claim to which the event that obligations under Section 6.5(a) or Section 6.5(b) apply will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 “Claim”. If any person or 11.2 is made and a Licensee Indemnitee or Bayer entity (each, an “Indemnitee, as applicable, ”) intends to invoke its right to indemnification recover under this Article XISection 6.5, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be a Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall will have the sole right to assume and control the defense and settlement of such Claim including at its own expense with counsel selected by the sole right Indemnitor and reasonably acceptable to settle such a Claim, in its sole discretion, the Indemnitee; provided, however, that if any an Indemnitee will have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee. If the [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Indemnitor does not assume the defense of such settlement requires an admission of fault or liability byClaim as aforesaid, or imposes any the Indemnitee may defend such Claim but will have no obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemniteeto do so, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute costs and deliver such a settlement. The Licensee expenses incurred by Indemnitee or Bayer Indemnitee, as applicable, shall cooperate in connection with the defense of any Claim for which Indemnitor and its legal representatives has not assumed control will be paid for by Indemnitor. Except in the investigation of such event where Indemnitee assumes control in accordance with the foregoing sentence, the Indemnitee will not settle or compromise any Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would require any admission by the Indemnitee or impose any obligation on the Indemnitee, without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Article 7.

Indemnification Procedure. In the event A Party that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to claim indemnification (the “Indemnitee”) under this Article XI, Licensee or Bayer, as the case may be, 10 shall promptly notify the other Party (the “Indemnitor”) thereofin writing of any claim, in writing. The complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 10.4, each a “Claim”), and the Indemnitor shall have sole control of the sole defense and/or settlement thereof; provided that the Indemnitee shall have the right to control participate, at its own expense, with counsel of its own choosing in the defense and and/or settlement of such Claim. The indemnification obligations of the Indemnitor under this Article 10 shall not apply in settlement of any Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as is effected without the case may be, or the other Party, then the prior written consent of the Licensee Indemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee or Bayer Indemniteeunder this Article 10, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Article 10. The Indemnitee under this Article 10, and its employees, at the Licensee or Bayer, as the case may beIndemnitor’s request and expense, shall be required before the Indemnitor may execute provide full information and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the reasonable assistance to Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such Claims covered by this indemnification. It is understood that only ONO may claim indemnity under this Article 10 (on its own behalf or on behalf of a ClaimONO Indemnitee), without the prior written consent and other ONO Indemnitees may not directly claim indemnity hereunder. Likewise, it is understood that only ARRAY may claim indemnity under this Article 10 (on its own behalf or on behalf of the Indemnitoran ARRAY Indemnitee), which the Indemnitor shall and other ARRAY Indemnitees may not be required to givedirectly claim indemnity hereunder.

Indemnification Procedure. In (a) If any party (the event that “Aggrieved”) desires to make a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the claim against any other Party party (the “Indemnitor”) thereofin connection with any Losses for which the Aggrieved may seek indemnification hereunder (a “Claim”), the Aggrieved shall notify the Indemnitor of such Claim and the amount and circumstances surrounding it. Upon receipt of such notice from the Aggrieved, the Indemnitor shall be entitled, at the Indemnitor’s election, to assume or participate in writingthe defense of such Claim. The In any case in which the Indemnitor assumes the defense of the Claim, the Indemnitor shall give the Aggrieved ten calendar days notice prior to executing any settlement agreement, and the Aggrieved shall have the sole right to control approve or reject the defense settlement and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, related expenses; provided, however, that if upon rejection of any settlement and related expenses, the Aggrieved shall assume control of the defense of such settlement requires an admission Claim and the liability of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, Indemnitor with respect to such Claim shall be limited to the amount or the other Party, then the prior written consent monetary equivalent of the Licensee Indemnitee or Bayer Indemniteerejected settlement and related expenses. (b) The Aggrieved shall retain the right to employ its own counsel and to discuss matters with the Indemnitor related to the defense of any Claim, the defense of which has been assumed by the Indemnitor pursuant to Section 7.3(a) of this Agreement, but the Aggrieved shall bear and the Licensee or Bayer, as the case may be, shall be required before solely responsible for its own costs and expenses in connection with such participation; provided, however, that all decisions of the Indemnitor may execute shall be final and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, that the Aggrieved shall cooperate with the Indemnitor and its legal representatives in all respects in the investigation defense of the Claim, including refraining from taking any position adverse to the Indemnitor. (c) With respect to liquidated claims, if within 30 days after receiving notice thereof the Indemnitor has not contested such Claim in writing, the Indemnitor will pay the full amount thereof within ten days after the expiration of such period. (d) If the Indemnitor fails to give notice of the assumption of the defense of any Claim within a reasonable time period not to exceed 45 days after receipt of notice thereof from the Aggrieved, the Indemnitor shall no longer be entitled to assume (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofbut shall continue to be entitled to participate in) such defense. The Licensee Indemnitee or Bayer IndemniteeAggrieved may, as applicableat its option, continue to defend such Claim and, in such event, the Indemnitor shall not, except indemnify the Aggrieved for all reasonable fees and expenses in connection therewith. The Indemnitor shall be entitled to participate at its own cost, voluntarily make expense and with its own counsel in the defense of any payment or incur Claim the defense of which it does not assume. Prior to effectuating any expense with respect to settlement of such a Claim, without the prior Aggrieved shall furnish the Indemnitor with written consent notice of any proposed settlement in sufficient time to allow the Indemnitor to act thereon. Within 15 days after the giving of such notice, the Aggrieved shall be permitted to effect such settlement unless the Indemnitor (a) reimburses the Aggrieved in accordance with the terms of this Article VII for all reasonable fees and expenses incurred by the Aggrieved in connection with such Claim; (b) assumes the defense of such Claim; and (c) takes such other actions as the Aggrieved may reasonably request as assurance of the Indemnitor’s ability to fulfill its obligations under this Article VIII in connection with such Claim. (e) For purposes of this Agreement, which the Indemnitor “Losses” shall not be required to givemean all actual liabilities, losses, costs, damages, penalties, assessments, demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’ and consultants’ fees and expenses and court costs.

Indemnification Procedure. In the event An Indemnified Party will promptly provide Licensee with written notice of any Liability that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification indemnifiable under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, 11; provided, however, that if the failure to so notify shall not relieve Licensee of its indemnification obligations hereunder except to the extent of any material prejudice to Licensee as a direct result of such failure. Except as otherwise provided in this Section 11.2, Licensor shall control such defense and all negotiations relative to the settlement requires an admission of any indemnifiable claim or action, except that Licensor shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that concedes any fault or liability bywrongdoing on the part of Licensee, without Licensee’s prior written consent. If Licensor so directs in writing, Licensee shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Licensee shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or imposes that grants any obligation onrights to the Licensed Patents, a Licensee Indemnitee Software, Know-How or Bayer Indemnitee, as the case may beLicensed Products, or that concedes any fault or wrongdoing on the other Partypart of Licensor, without Licensor’s prior written consent. If, after receipt of written direction from Licensor, Licensee fails or declines to assume the defense against any claim or action within thirty (30) days after notice thereof, then Licensor may assume and control the prior written consent defense of such claim or action for the account and at the risk of Licensee, and any Liabilities related to such claim or action will be conclusively deemed a liability of Licensee. The indemnification rights of the Licensee Indemnitee Indemnified Parties under this Article 11 are in addition to all other rights that an Indemnified Party may have at law, in equity or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to giveotherwise.

Indemnification Procedure. In the event that a Claim subject a. Indemnitee agrees to notify Indemnitor promptly upon receipt of any inquiry, notice, claim, charge, cause of action or demand pertaining to the indemnification provisions set forth matters indemnified hereunder, stating the nature and basis of such inquiry or notification, the amount thereof and Indemnitee’s reasonable best estimate of the amount of Indemnitor’s liability to Indemnitee in Sections 11.1 connection therewith. Indemnitee shall promptly deliver to Indemnitor any and all documentation or 11.2 is made records as Indemnitor may request in connection with such notice or inquiry and a Licensee Indemnitee or Bayer shall keep Indemnitor advised of any subsequent developments. b. If any action shall be brought against Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party (the “Indemnitor”) then after Indemnitee notifies Indemnitor thereof, in writing. The Indemnitor shall have the sole right be entitled to control participate therein, and assume the defense thereof at the expense of Indemnitor with counsel reasonably satisfactory to Indemnitee and settlement of such Claim including the sole right to settle and compromise any such a Claim, in its sole discretion, claim or action; provided, however, that Indemnitee may elect to be represented by separate counsel at Indemnitee’s expense and if any Indemnitee so elects, such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as compromise shall be effected only with the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required to giveunreasonably withheld.

Indemnification Procedure. In the event that a Claim subject A claim to the which indemnification provisions set forth in Sections applies under Section 11.1 or Section 11.2 is made and a Licensee Indemnitee shall be referred to herein as an “Indemnification Claim.” If any Person or Bayer Person (collectively, the “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI11, Licensee or Bayer, as the case may be, Indemnitee shall promptly notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, however, that the [***] Certain information in writingthis document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Execution Version failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement, except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor, if any representation of such settlement requires an admission Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and the Indemnitor; provided that the Indemnitor shall not be obligated to pay the fees of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as more than one counsel retained by all Indemnitees. If the case may be, or Indemnitor does not assume the other Party, then the prior written consent defense of the Licensee Indemnification Claim as described in this Section 11.3 above, the Indemnitee or Bayer Indemniteemay defend the Indemnification Claim, and the Licensee or Bayer, as the case may be, but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including any rights under this Agreement), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s reasonable expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 10.

Indemnification Procedure. In (a) Whenever any claim shall arise for indemnification hereunder (a "CLAIM"), the event party entitled to indemnification (the "INDEMNITEE") shall promptly give written notice to the party obligated to provide indemnity (the "INDEMNITOR") with respect to the Claim after the receipt by the Indemnitee of reliable information of the facts constituting the basis for the Claim; but the failure to timely give such notice shall not relieve the Indemnitor from any obligation under this Agreement, except to the extent, if any, that the Indemnitor is materially prejudiced thereby. (b) Upon receipt of written notice from the Indemnitee of a Claim Claim, the Indemnitor shall provide counsel (such counsel subject to the indemnification provisions set forth reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in Sections 11.1 all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitor in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose; provided, however, that the Indemnitee may (but shall not be obligated to) participate in any such investigation, trial, defense and any appeal arising in connection with the Claim. If the Indemnitee's participation in any such investigation, trial, defense and any appeal arising from such Claim relates to a legal position or 11.2 defense that varies materially from the legal positions or defenses pursued by the Indemnitor, and if the Indemnitee reasonably believes that the Indemnitee's interests will be adversely and materially affected if such legal position or defense is made not pursued, the Indemnitor shall bear the expense of the Indemnitee's separate participation, including all fees, costs and a Licensee expenses of one separate counsel for the Indemnitee (or multiple Indemnitees). If the Indemnitee elects to so participate, the Indemnitor shall cooperate with the Indemnitee, and the Indemnitor shall deliver to the Indemnitee or Bayer Indemniteeits counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that is relevant to the defense of such Claim and that will not prejudice the Indemnitor's position, as applicable, intends claims or defenses. The Indemnitee and its counsel shall maintain confidentiality with respect to invoke its right to indemnification under this Article XI, Licensee or Bayer, as all such information consistent with the case may be, shall promptly notify the other Party (the “Indemnitor”) thereof, in writingconduct of a defense hereunder. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right elect to settle any claim for monetary damages only without the Indemnitee's consent, if the settlement includes a complete release of the Indemnitee. If the settlement does not include such a Claimrelease, in its sole discretion, provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as it will be subject to the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee, which will not be unreasonably withheld. The Indemnitor may not admit any liability of the Indemnitee or Bayer waive any of the Indemnitee's rights without the Indemnitee's prior written consent, which will not be unreasonably withheld. If the subject of any Claim results in a judgment or settlement, the Indemnitor shall promptly pay such judgment or settlement. (c) If the Indemnitor fails to assume the defense of the subject of any Claim in accordance with the terms of Section 5.4(b), or if the Indemnitor fails diligently to prosecute such defense, or if the Indemnitor has, in the Indemnitee's good faith judgment, a conflict of interest, the Indemnitee may defend against the subject of the Claim, at the Indemnitor's sole cost, risk and the Licensee or Bayerexpense, in such manner and on such terms as the case may beIndemnitee deems appropriate, shall be required before including, without limitation, settling the subject of the Claim after giving reasonable notice to the Indemnitor. If the Indemnitee defends the subject of a Claim in accordance with this Section, the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor Indemnitee and its legal representatives counsel, at the Indemnitor's sole cost, risk and expense, in all reasonable respects, and shall deliver to the investigation Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim (at and that will not prejudice the expense of Indemnitor)'s position, and refrain from engaging in any actions that would adversely affect Indemnitor’s defense claims or settlement thereofdefenses. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense maintain confidentiality with respect to all such information consistent with the conduct of a Claim, without the prior written consent defense hereunder. (d) The obligation of the Indemnitor, which Indemnitor to indemnify the Indemnitee against Losses arising under this Agreement shall be in addition to any other obligations the Indemnitor shall not be required to givemight otherwise have and any other rights the Indemnitee might otherwise have.

Indemnification Procedure. In A claim to which indemnification applies under Section 10.1 or Section 10.2 shall be referred to herein as an “Indemnification Claim”. If any Person or Persons (collectively, the event that a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XI10, Licensee or Bayer, as the case may be, Indemnitee shall promptly [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. notify the other Party (the “Indemnitor”) thereofin writing promptly upon becoming aware of any claim that may be an Indemnification Claim (it being understood and agreed, in writinghowever, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall have the sole right to assume and control the defense of the Indemnification Claim at its own expense with counsel selected by the Indemnitor and settlement of such Claim including reasonably acceptable to the sole right to settle such a Claim, in its sole discretion, Indemnitee; provided, however, that if any such settlement requires an admission of fault or liability byIndemnitee shall have the right to retain its own counsel, or imposes any obligation on, a Licensee Indemnitee or Bayer with the fees and expenses to be paid by the Indemnitee, as if representation of such Indemnitee by the case may be, counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the other Party, then Indemnitor does not assume the prior written consent defense of the Licensee Indemnification Claim as described in this Section 10.3, above, the Indemnitee or Bayer Indemnitee, and may defend the Licensee or Bayer, as the case may be, Indemnification Claim but shall be required before the Indemnitor may execute and deliver such a settlementhave no obligation to do so. The Licensee Indemnitee shall not settle or Bayer Indemnitee, as applicable, shall cooperate with compromise the Indemnitor and its legal representatives in the investigation of such Indemnification Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which and the Indemnitor shall not settle or compromise the Indemnification Claim in any manner which would have an adverse effect on the Indemnitee’s interests (including without limitation any rights under this Agreement or the scope or enforceability of the OncoMed Intellectual Property, or Confidential Information or Patent or other rights licensed to OncoMed by BSP hereunder), without the prior written consent of the Indemnitee, which consent, in each case, shall not be required unreasonably withheld or delayed. The Indemnitee shall reasonably cooperate with the Indemnitor at the Indemnitor’s expense and shall make available to givethe Indemnitor all pertinent information under the control of the Indemnitee, which information shall be subject to Article 9.

Indemnification Procedure. In 7.3.1 No claim for indemnification hereunder shall be valid unless notice of the event that a Claim subject matter which may give rise to such claim is given in writing by the indemnitee (the “Indemnitee”) to the Party against whom indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided, however, that the failure to notify the Indemnitor shall not relieve it from any liability that it may have to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification and describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent known and in reasonable detail, relevant details thereof. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such Claim as provided in this Section within ** Business Days of receiving notice thereof the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor’s expense, and defend, settle or otherwise dispose of such Claim with the consent of the Indemnitor, not to be unreasonably withheld or delayed. ** This portion has been redacted pursuant to a confidential treatment request. 7.3.2 In the event the Indemnitor elects to assume the defense of a Claim, the Indemnitee of the Claim in writingquestion and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, reasonable access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim; provided, however, that (a) the Indemnitee shall have the right fully to participate in such defense at its own expense; (b) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (c) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitee of its right to assert a claim with respect to the responsibility of the Indemnitor with respect to the Claim or Losses in question. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, or compromise any Claim against the Indemnitee (that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or Indemnitor has defended pursuant to this Section 7.3.2) without the other Party, then the prior written consent of the Licensee Indemnitee provided that the terms thereof: **. No Indemnitee shall pay or Bayer Indemnitee, and voluntarily permit the Licensee or Bayer, as the case may be, shall be required before determination of any Losses which is subject to any such Claim while the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee is negotiating the settlement thereof or Bayer Indemnitee, as applicable, shall cooperate with contesting the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall notmatter, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required to giveunreasonably withheld or delayed.

Indemnification Procedure. In ​ 7.3.1 No claim for indemnification hereunder shall be valid unless notice of the event that a Claim subject matter which may give rise to such claim is given in writing by the indemnitee (the “Indemnitee”) to the Party against whom indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other Party be sought (the “Indemnitor”) as soon as reasonably practicable after such Indemnitee becomes aware of such claim; provided, however, that the failure to notify the Indemnitor shall not relieve it from any liability that it may have to the Indemnitee otherwise unless the Indemnitor demonstrates that the defense of the underlying Claim has been materially prejudiced by such failure to provide timely notice. Such notice shall request indemnification and describe the potential Losses and Claim giving rise to the request for indemnification, and provide, to the extent known and in reasonable detail, relevant details thereof. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such Claim as provided in this Section within [***] Business Days of receiving notice thereof the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor’s expense, and defend, settle or otherwise dispose of such Claim with the consent of the Indemnitor, not to be unreasonably withheld or delayed. ​ ​ ​ 7.3.2 In the event the Indemnitor elects to assume the defense of a Claim, the Indemnitee of the Claim in writingquestion and any successor thereto shall permit Indemnitor’s counsel and independent auditors, to the extent relevant, reasonable access to its books and records and otherwise fully cooperate with the Indemnitor in connection with such Claim; provided, however, that (a) the Indemnitee shall have the right fully to participate in such defense at its own expense; (b) the Indemnitor’s counsel and independent auditors shall not disclose any Confidential Information of the Indemnitee to the Indemnitor without the Indemnitee’s consent; (c) access shall only be given to the books and records that are relevant to the Claim or Losses at issue. The defense by the Indemnitor of any such actions shall not be deemed a waiver by the Indemnitee of its right to assert a claim with respect to the responsibility of the Indemnitor with respect to the Claim or Losses in question. The Indemnitor shall have the sole right to control the defense and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, provided, however, or compromise any Claim against the Indemnitee (that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or Indemnitor has defended pursuant to this Section 7.3.2) without the other Party, then the prior written consent of the Licensee Indemnitee provided that the terms thereof: [***]. No Indemnitee shall pay or Bayer Indemnitee, and voluntarily permit the Licensee or Bayer, as the case may be, shall be required before determination of any Losses which is subject to any such Claim while the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee is negotiating the settlement thereof or Bayer Indemnitee, as applicable, shall cooperate with contesting the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall notmatter, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, without the prior written consent of the Indemnitor, which the Indemnitor consent shall not be required to give.unreasonably withheld or delayed. ​

Indemnification Procedure. In the event that A claim to which indemnification applies under Section 10.6(a) or Section 10.6(b) will be referred to herein as a Claim subject to the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer “Claim”. If any Person (each, an “Indemnitee, as applicable, ”) intends to invoke its right to claim indemnification under this Article XISection 10.6, Licensee or Bayer, as the case may be, shall promptly Indemnitee will notify the other Party (the “Indemnitor”) thereof, in writing. The Indemnitor shall have the sole right to control the defense writing promptly upon becoming aware of any claim that may be a Claim (it being understood and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, providedagreed, however, that if any the failure by an Indemnitee to give such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before notice will not relieve the Indemnitor may execute of its indemnification obligation under this Agreement except and deliver only to the extent that the Indemnitor is actually prejudiced as a result of such a settlementfailure to give notice). The Licensee Indemnitee or Bayer IndemniteeSubject to Section 11.9, as applicable, shall cooperate the Indemnitor will have the right to assume and control the defense of such Claim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee. The Indemnitee or its legal representatives licensor (in the investigation case of Radius) will have the right to participate and to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If the Indemnitor does not assume the defense of such Claim (as aforesaid, the Indemnitee, at the expense of Indemnitor), and refrain from engaging in any actions that would adversely affect Indemnitor’s defense or settlement thereofexpense, may defend such Claim but will have no obligation to do so. The Licensee Indemnitee will not settle or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make compromise any payment or incur any expense with respect to such a Claim, Claim without the prior written consent of the Indemnitor, which and the Indemnitor shall will not settle or compromise any Claim in any manner which would have an adverse effect on the Indemnitee’s interests, or otherwise create an obligation or admission of liability for Indemnitee without the prior written consent of the Indemnitee, which consent, in each case, will not be required unreasonably withheld. The Indemnitee will reasonably cooperate with the Indemnitor at the Indemnitor’s expense and will make available to give.the Indemnitor all pertinent information under the control of the Indemnitee, which information will be subject to Section 9. 10.7

Indemnification Procedure. In 15.3.1 Each indemnified Party (the event that a Claim subject to “Indemnitee”) shall give the indemnification provisions set forth in Sections 11.1 or 11.2 is made and a Licensee Indemnitee or Bayer Indemnitee, as applicable, intends to invoke its right to indemnification under this Article XI, Licensee or Bayer, as the case may be, shall promptly notify the other indemnifying Party (the “Indemnitor”) thereofprompt written notice of any Claims or discovery of any facts upon which the Indemnitee intends to base a request for indemnification. Notwithstanding the foregoing, the failure to give timely notice to the Indemnitor shall not release the Indemnitor from any liability to the Indemnitee to the extent the Indemnitor is not materially prejudiced thereby. 15.3.2 The Indemnitee shall furnish promptly to the Indemnitor copies of all papers and official documents in writingthe Indemnitee’s possession or control which relate to any Claims; provided, however, that, if the Indemnitee defends or participates in the defense of any Claims, then the Indemnitor shall also provide copies of all such papers and documents in the Indemnitor’s possession or control to the Indemnitee. The Indemnitee shall reasonably cooperate with the Indemnitor in defending against any Claims. 15.3.3 The Indemnitor shall have the right, by prompt written notice to the Indemnitee, to assume direction and control of the defense of any Claim, at the sole cost and expense of the Indemnitor, so long as (i) the Indemnitor shall promptly notify the Indemnitee in writing (but in no event more than [...***...] after the Indemnitor’s receipt of notice of the Claim) that the Indemnitor intends to indemnify the Indemnitee pursuant to this Article 14 absent the discovery of any facts that give the Indemnitor the right to control claim indemnification from the Indemnitee and (ii) the Indemnitor diligently pursues the defense of the Claim. 15.3.4 If the Indemnitor assumes the defense of the Claim as provided in Section 15.3.3, the Indemnitee may participate in such defense with the Indemnitee’s own counsel who shall be retained, at the Indemnitee’s sole cost and settlement of such Claim including the sole right to settle such a Claim, in its sole discretion, expense; provided, however, that if any such settlement requires an admission of fault or liability by, or imposes any obligation on, a Licensee neither the Indemnitee or Bayer Indemnitee, as the case may be, or the other Party, then the prior written consent of the Licensee Indemnitee or Bayer Indemnitee, and the Licensee or Bayer, as the case may be, shall be required before nor the Indemnitor may execute and deliver such a settlement. The Licensee Indemnitee shall consent to the entry of any judgment or Bayer Indemnitee, as applicable, shall cooperate with the Indemnitor and its legal representatives in the investigation of such Claim (at the expense of Indemnitor), and refrain from engaging in enter into any actions that would adversely affect Indemnitor’s defense or settlement thereof. The Licensee Indemnitee or Bayer Indemnitee, as applicable, shall not, except at its own cost, voluntarily make any payment or incur any expense with respect to such a Claim, the Claim without the prior written consent of the Indemnitorother Party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, (i) such consent shall not be required with respect to any such judgment or settlement involving only the payment of money by the Indemnitor and (ii) such consent may be withheld in the other Party’s sole discretion with respect to any such judgment or settlement involving any stipulation or admission of liability or fault by or of the other Party or the Indemnitee or would result in the other Party or Indemnitee being subject to injunctive relief. 15.3.5 The Indemnitor shall not be required to giveliable for any settlement or other disposition of a Claim by the Indemnitee which is reached without the written consent of the Indemnitor.