Common use of Indemnification Procedure Clause in Contracts

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, 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 defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, 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 Section 13. The Indemnitee under this Section 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. A Party that intends Upon the occurrence of an event giving rise to claim indemnification hereunder, Owner shall (i) give prompt notice to Manager of such events, (ii) permit Manager's attorneys to handle and control the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing defense of any claimsuch claims, 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”)at Manager's expense, and the Indemnitor (iii) shall have sole control of cooperate in the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate. Owner may, at its own expense, with counsel of its own choosing participate in such defense, provided however, that, if Manager has agreed in writing to assume the defense and/or settlement of such Claim. The indemnification obligations claims, such participation expenses shall not become part of the Parties under this Section 13 indemnification claim. There shall not apply be no settlements, whether agreed to amounts paid in settlement court or out of any Claim if such settlement is effected court, without the prior written consent of Manager and Owner, except that Manager may settle a claim without the consent of Owner if (i) the Indemnitorsettlement is purely monetary, which consent (ii) Manager hereunder admits in writing its liability to Owner hereunder, and (iii) concurrently with such settlement, Manager pays the full amount owed thereunder. Notwithstanding the foregoing, in the event Manager does not assume the defense of any such claim or litigation in accordance with the terms hereof within the earlier of (i) thirty (30) days following written notice from Owner or (ii) the due date for response to any complaint filed, then Owner may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to Manager, on such terms as Owner may deem appropriate. In any action by Owner seeking indemnification from Manager in accordance with the provisions hereof, Manager shall not be withheld or delayed unreasonably. The failure entitled to deliver written notice object to the Indemnitor within a reasonable time after manner in which Owner defended such claim or the commencement amount of or nature 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 Section 13, 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 Section 13. The Indemnitee under this Section 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 indemnificationsettlement.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly of notice of the commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 13, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claimwriting, 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 defense and/or settlement thereof; provided that commencement thereof and generally summarize the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the Parties claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 13, then counsel for that party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by counsel to be necessary to protect the interests of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablythat party. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such the action, shall relieve such Indemnitor the indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 13, but the omission so to deliver written notice to notify the Indemnitor indemnifying party shall not relieve the Indemnitor party of any liability that the party may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 12 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 12, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 12, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 1312, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification12.

Indemnification Procedure. A Party that intends Each party entitled to claim indemnification under this Article 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the “Indemnitee”"Indemnifying Party") under this Section 13 promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall promptly notify permit the other Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that, counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (the “Indemnitor”) in writing of any claim, 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”whose approval shall not be unreasonably withheld), and the Indemnitor shall have sole control of the Indemnified Party may participate in such defense and/or settlement thereofat such party's expense; provided provided, further, that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement failure of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure Indemnified Party to deliver written give 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 Section 13, but the omission so to deliver written notice to the Indemnitor as provided herein shall not relieve the Indemnitor Indemnifying Party of its obligations under this Article 7. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 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 in respect to such Claims covered by this indemnificationclaim or litigation.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to claim be indemnified pursuant to this Section 9. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s request and at the Indemnitor’s sole cost and expense. The Indemnitor shall have sole immediately take control of the defense and/or settlement thereofand investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense; provided that the Indemnitor may not settle any Action against the Indemnitee shall have unless such settlement does not contain any admission on the right part of the Indemnitee and completely and forever releases the Indemnitee from all liability with respect to participatesuch Action or unless the Indemnitee gives prior written consent to such settlement (such consent not to be unreasonably withheld, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claimconditioned or delayed). The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor 9(d) shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 139 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee under this Section 13, may participate in and observe the proceedings at its employees, at the Indemnitor’s request own cost and expense, shall provide full information and reasonable assistance to Indemnitor and expense with counsel of its legal representatives with respect to such Claims covered by this indemnificationown choosing.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 8 of notice of the commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 8, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, 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”), commencement thereof and generally summarize the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the Parties claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 8, then counsel for that party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by counsel to be necessary to protect the interests of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablythat party. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such the action, shall relieve such Indemnitor the indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 138, but the omission so to deliver written notice to notify the Indemnitor indemnifying party shall not relieve the Indemnitor party of any liability that the party may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification8.

Indemnification Procedure. A Party that intends Any person who is claiming indemnification from Parent pursuant to claim indemnification the provisions of Section 8.01, or from the Reinsurance Manager pursuant to the provisions of Section 8.02 (the “IndemniteeIndemnified Person”) under this Section 13 shall promptly deliver a written notification of each claim for indemnification, accompanied by a copy of all papers served, if any, and specifying in detail the nature of, basis for and estimated amount of the claim for indemnification to Parent or the Reinsurance Manager, as applicable (the “Indemnifying Party”). If an Indemnified Person fails to promptly notify the other Party (Indemnifying Party, then the “Indemnitor”) in writing obligation to indemnify shall be reduced by the amount of any claim, complaint, suit, proceeding liability that is attributable to or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each becomes definite as a “Claim”), and the Indemnitor shall have sole control result of the defense and/or settlement thereof; provided that delay in notification, if the Indemnitee delay in notification has resulted in a material increase in liability or actual prejudice to the Indemnifying Party. The Indemnifying Party shall have the right to participateassume the defense of any matter for which a claim of indemnification is made against it with counsel it selects, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The Indemnifying Party in its sole discretion shall have the right to settle, compromise or defend until final adjudication any dispute or alleged liability for which a claim for indemnification obligations of has been made; provided, however, that the Parties under this Section 13 Indemnifying Party shall not apply to amounts paid in settlement of any Claim if such settlement is effected without not, except with the consent of the Indemnitoreach Indemnified Person, which consent shall not be unreasonably withheld or delayed unreasonably. The failure to deliver written notice delayed, consent to the Indemnitor within a reasonable time after the commencement entry of any such Claimjudgment, if prejudicial to its ability to defend such actionor enter into any settlement, shall relieve such Indemnitor of any liability that does not include the giving by the claimant or plaintiff to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor Indemnified Person of any a release from all liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 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 the claim or litigation. Each Indemnified Person shall cooperate in providing information, formulating a defense or as otherwise reasonably requested by this indemnificationthe Indemnifying Party.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 5.4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 5.4, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 5.4, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 135.4, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification5.4.

Indemnification Procedure. A Party that intends to claim indemnification under any provision of this Agreement (for purposes of this Section 7.4(b), the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any claim, complaintaction, suit, or other proceeding or cause brought by third parties in respect of action with respect to which the Indemnitee intends or any of its Affiliates, or their directors, officers, employees, successors or assigns intend to claim such indemnification (for purposes of this Section 13.3hereunder. As between the Parties, each a “Claim”), and the Indemnitor shall have sole the right to control of the defense and/or and settlement thereofof such claim, action, suit, or other proceeding; provided that the Indemnitee shall have the right to participate, at its own expense, participate in such defense or settlement with counsel of its own choosing at its expense. Notwithstanding the foregoing, the indemnity agreement in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 Article 7 shall not apply to amounts paid in settlement of any Claim loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, which to the extent such consent shall is not be withheld unreasonably or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claimaction, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, Article 7 but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability that it may have to any Indemnitee otherwise than under this Section 13Article 7. The Without limiting the foregoing, the Indemnitor shall keep the Indemnitee fully informed of the progress of any claim, action, suit, or other proceeding for which the Indemnitee is seeking indemnification under this Section 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 indemnificationArticle 7.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”Promptly after receipt by an indemnified party under Sections 9.1(c) under this Section 13 shall promptly notify the other Party (the “Indemnitor”and 9.1(d) in writing hereof of any claim, complaint, suit, proceeding or cause notice 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 defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 action for which a claim for indemnification is to be made against the Borrower, such Claim, if prejudicial to its ability to defend indemnified party shall notify the Borrower in writing of such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13commencement, but the omission to so to deliver written notice to notify the Indemnitor shall Borrower will not relieve the Indemnitor of Borrower from any liability that it may have to any Indemnitee otherwise than indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section 139.1(e), the Borrower shall not be responsible for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. The Indemnitee under this Section 13, and its employees, at No indemnified party shall settle or compromise any claim for which 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 indemnificationBorrower may be liable hereunder without the prior Written Consent of the Borrower.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any action for which such Party believes it is entitled to claim be indemnified pursuant to Section 3.1 or Section 3.2, as the case may be. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitorʼs sole cost and the expense. The Indemnitor shall have sole promptly take control of the defense and/or settlement thereof; provided and investigation of such action and shall employ counsel of its choice to handle and defend the same, at the Indemnitorʼs sole cost and expense. The Indemniteeʼs failure to perform any obligations under this Section 3.3 will not relieve the Indemnitor of its obligations under this Section 3, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of such failure. The Indemnitee shall have may participate in and observe the right to participate, proceedings at its own expense, cost and expense with counsel of its own choosing in choosing. The Indemnitor shall not settle any such action, without first obtaining the defense and/or Indemniteeʼs prior written consent, where the settlement of such Claim. The indemnification obligations action results in any admission of guilt or liability on the part of the Parties under this Section 13 shall not apply to amounts paid in settlement of Indemnitee, imposes any Claim if such settlement obligation or liability on the Indemnitee, or has a judicially binding effect on the Indemnitee (other than monetary liability for which the Indemnitee is effected without the consent of indemnified by 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 Section 13, 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 Section 13. The Indemnitee under this Section 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. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 2.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 2.6, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties indemnifying party and the indemnified party in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 2.6, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 132.6, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification2.6.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 8 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.38.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 Article 8 shall not apply to amounts paid in settlement of any Claim if such settlement is effected by an Indemnitee without the written consent of the Indemnitor, which consent shall not be withheld withheld, conditioned or delayed unreasonably. The failure to deliver written notice of a Claim 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 Section 13Article 8, 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 Section 13Article 8. The Indemnitee under this Section 13Article 8, 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. A Party that intends For purposes of Section 4.2 above, Broncus shall give prompt written notice to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing Asthmatx of any claimClaims for which indemnification may be required under Section 4.2; provided, complainthowever, suitthat failure to give such notice shall not relieve Asthmatx of its obligation to provide indemnification hereunder except, proceeding or cause if and to the extent that such failure materially and adversely affects the ability of action with respect Asthmatx to which defend the Indemnitee intends applicable Claim. Asthmatx shall be entitled to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), assume the defense and the Indemnitor shall have sole control of the defense and/or settlement thereofany such Claim for which it is obligated to provide indemnification hereunder at its own cost and expense; provided provided, however, that the Indemnitee Broncus shall have the right to participate, be represented by its own counsel at its own expense, cost in connection with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations Neither Asthmatx nor Broncus shall settle or dispose of any such Claim in any manner which would adversely affect the rights or interests of the Parties under this Section 13 shall not apply other party (including the obligation to amounts paid in settlement of any Claim if such settlement is effected indemnify hereunder) without the prior written consent of the Indemnitorother party, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to Each party shall cooperate with the Indemnitor within a reasonable time after other party and its counsel in the commencement course of the defense of any such Claimsuit, if prejudicial claim or ***** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to its ability to defend such action, shall relieve such Indemnitor of any liability an application for confidential treatment sent to the Indemnitee under this Section 13Securities and Exchange Commission. demand, but the omission so such cooperation to deliver written notice include without limitation using reasonable efforts to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13provide or make available documents, 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 indemnificationwitnesses.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 7.4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.4, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 7.4, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 137.4, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification7.4.

Indemnification Procedure. A Party that intends to claim indemnification If a Lonza Indemnitee or Customer Indemnitee (the “Indemnitee”) intends to claim indemnification under this Section 13 clause 7, it shall promptly notify the other Party party (the “Indemnitor”) in writing of any claim, 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 alleged liability. The Indemnitor shall have sole the right to control the defence thereof with counsel of the defense and/or settlement thereofits choice as long as such counsel is reasonably acceptable to Indemnitee; provided provided, however, that the any Indemnitee shall have the right to participate, 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 Indemnitee and any other party reasonably represented by such counsel in such proceeding. The Indemnitee, its employees and agents, shall reasonably cooperate with counsel of the Indemnitor and its own choosing legal representatives in the defense and/or settlement investigation of such Claimany liability covered by this clause 7. The indemnification obligations of the Parties under this Section 13 clause 7.6 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the 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 Claimaction, if prejudicial to its ability to defend such action, shall relieve such the Indemnitor of any liability obligation to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than clause 7. It is understood that only Lonza or Customer may claim indemnity under this Section 13. The Indemnitee under this Section 13clause 7 (on its own behalf or on behalf of its Indemnitees), 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 indemnificationother Indemnitees may not directly claim indemnity hereunder.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any Claim for which such Party believes it is entitled to claim be indemnified pursuant to Section 14.1 or Section 14.2. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, 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”), at the Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and investigation of such Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right right, but no obligation, to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of defend against such Claim, including settling such Claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 14.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1314, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Each Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 shall will promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect claims for which ▇▇▇▇▇▇▇▇▇▇ believes it is entitled to which the Indemnitee intends be indemnified pursuant to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and 14. The Indemnitee will cooperate with the Indemnitor shall have at Indemnitor’s sole expense. The Indemnitor will immediately take control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or and settlement of such Claim. The indemnification obligations of claim using counsel reasonably satisfactory to Indemnitee, and the Parties shall keep each other reasonably informed or all relevant developments in the matter. No settlement may be made without the Indemnitee’s consent if it would require any admission by the Indemnitee or impose on the Indemnitee any consent decree or other equitable remedy, but settlement limited to payment of monies by the Indemnitor shall not require the Indemnitee’s consent. Indemnitee may choose in its discretion to retain separate counsel in connection with a claim being defended by the Indemnitor, but Indemnitee will be responsible for the costs of such separate counsel so long as Indemnitor is appropriately defending the matter with counsel reasonably satisfactory to Indemnitee. Failure of Indemnitee to perform any obligations under this Section 13 shall not apply 14(c) other than Indemnitee’s obligation to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the cooperate reasonably with 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this 14(a) or Section 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 indemnification14(b).

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 7 of notice of the commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 7, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, 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”), commencement thereof and generally summarize the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the Parties claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Shareholders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 7, then counsel for that party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by counsel to be necessary to protect the interests of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablythat party. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such the action, shall relieve such Indemnitor the indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 137, but the omission so to deliver written notice to notify the Indemnitor indemnifying party shall not relieve the Indemnitor party of any liability that the party may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification7.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Each party shall promptly notify the other Party (the “Indemnitor”) party in writing of any claimAction for which such party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2, complaint, suit, proceeding or cause of action with respect to which as the Indemnitee intends to claim such case may be. The party seeking indemnification (for purposes of this Section 13.3, each a “Claim”), the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee's failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 9.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 139, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to claim be indemnified pursuant to this Section 11. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitor’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall not 11 will relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1311, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A The Party that intends to claim seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify inform the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action and reasonably cooperate with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor in the defense of the Claim, at the Indemnitor’s sole cost and expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and investigation of such Claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right right, but no obligation, to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of defend against such Claim, including settling such Claim after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall - will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 138, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly SECTION 7 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this SECTION 7, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the Parties under this Section 13 shall not apply to amounts paid in settlement approval of any Claim if such settlement is effected without the consent of the Indemnitorparties entitled to indemnification, which consent approval shall not be withheld unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of such action, suit or delayed unreasonablyproceeding by reason of recognized claims for indemnity under this SECTION 7, then counsel for such party shall be entitled to conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of such party. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 13SECTION 7, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnificationSECTION 7.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 7 of notice of the commencement of any action, the indemnified party shall, if a claim is to be made against an indemnifying party under this Section 7, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, 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”), commencement thereof and generally summarize the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations that claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of the Parties claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided, further, that if either party reasonably determines that there may be a conflict between the position of the Company and the Holders in conducting the defense of the action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 7, then counsel for that party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by counsel to be necessary to protect the interests of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablythat party. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such the action, shall relieve such Indemnitor the indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 137, but the omission so to deliver written notice to notify the Indemnitor indemnifying party shall not relieve the Indemnitor party of any liability that the party may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification7.

Indemnification Procedure. A Party that intends to claim indemnification under this ARTICLE 15 (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Claim in respect of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or or settlement of such Claim. The indemnification obligations Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Parties under Indemnitee’s own choice. The indemnity arrangement in this Section 13 ARTICLE 15 shall not apply to amounts paid in settlement of any action with respect to a Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably withheld, conditioned, or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial action with respect to its ability to defend such action, a Claim shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not only relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligations under this Section 13ARTICLE 15 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee under this Section 13, and its employees, at shall cooperate fully with the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives in the investigation of any action with respect to such Claims a Claim covered by this indemnification.

Indemnification Procedure. A To receive the foregoing indemnities, the Party that intends to claim seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify must: (i) provide Notice to be received by the other indemnifying Party (the “Indemnitor”) within ten (10) Business Days of Indemnitee’s first notice of the Claim, provided however, that any failure or delay in writing of any claimproviding written notice shall not affect the Indemnitor’s indemnification obligations, complaint, suit, proceeding or cause of action with respect except to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and extent the Indemnitor shall have sole is prejudiced by such failure or delay; (ii) tender to Indemnitor full control and authority over the defense of the Claim; (iii) cooperate as reasonably requested by Indemnitor (at Indemnitor’s expense) in Indemnitor’s defense and/or of the Claim; and (iv) not enter into any settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement or compromise of such ClaimClaim defended by Indemnitor without the express written authorization of Indemnitor. The indemnification obligations of the Parties under this Section 13 Indemnitor shall not apply to amounts paid in settlement of any settle or compromise a Claim if such settlement is effected without the Indemnitee’s prior written consent of the Indemnitor, (which consent shall not be unreasonably withheld or delayed unreasonably. The failure to deliver written notice to delayed), unless: (i) the Indemnitor within sole relief provided in such settlement or compromise constitutes monetary damages borne in full by Indemnitor; and (ii) such settlement or compromise does not include any finding or admission of a reasonable time after the commencement violation by Indemnitee of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of Laws or third party’s rights; or require any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at changes in 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 or Indemnitee’s business practices that would impair performance of either Party’s obligations under this indemnificationCMA.

Indemnification Procedure. A Party that intends Each party shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to claim be indemnified pursuant to Section 11. The party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice/reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right right, but no obligation, to participatedefend against such Claim including settling such Claim after giving notice to the Indemnitor, at its own expense, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 11.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1311, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A If any third party shall notify any Indemnified Signatory with respect to any matter (a "Third-Party that intends Claim") which may give rise to a claim for indemnification (the “Indemnitee”) against any an Indemnifying Signatory under this Section 13 5, then the Indemnified Signatory shall promptly notify the other Party (the “Indemnitor”) each Indemnifying Signatory thereof in writing of any claim, 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 defense and/or settlement thereof; provided that the Indemnitee shall writing. Any Indemnifying Signatory will have the right to participate, at its own expense, assume and thereafter conduct the defense of the Third-Party Claim with counsel of its own choosing in choice reasonably satisfactory to the defense and/or settlement of such Claim. The indemnification obligations of Indemnified Signatory; provided, however, that the Parties under this Section 13 shall Indemnifying Signatory will not apply consent to amounts paid in settlement the entry of any judgment or enter into any settlement with respect to the Third-Party Claim if such settlement is effected without the prior written consent of the IndemnitorIndemnified Signatory (not to be unreasonably withheld) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Signatory. Unless and until an Indemnifying Signatory assumes the defense of the Third-Party Claim as provided in this Section above, which however, the Indemnified Signatory may defend against the Third-Party Claim in any manner it may reasonably deem appropriate. In no event will the Indemnified Signatory consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement entry of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of judgment on or enter into any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives settlement with respect to such Claims covered by this indemnificationthe Third-Party Claim without the prior written consent of each of the Indemnifying Parties (not to be unreasonably withheld).

Indemnification Procedure. A Party that intends Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to claim be indemnified pursuant to Section 10.1 or Section 10.2, as the case may be. The party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the Indemnitee may deem appropriate in the defense and/or settlement of such ClaimIndemnitee’s sole discretion, and Indemnitee will be entitled to receive indemnification therefore from Indemnitor. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 10.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1310, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim indemnification under this ARTICLE 14 (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Claim in respect of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or or settlement of such Claim. The indemnification obligations Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Parties under Indemnitee’s own choice. The indemnity arrangement in this Section 13 ARTICLE 14 shall not apply to amounts paid in settlement of any action with respect to a Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably withheld, conditioned, or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial action with respect to its ability to defend such action, a Claim shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not only relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligations under this Section 13ARTICLE 14 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee under this Section 13, and its employees, at shall cooperate fully with the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives in the investigation of any action with respect to such Claims a Claim covered by this indemnification.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 1.10 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 1.10, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided, further, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Investors in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 1.10, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 131.10, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification1.10.

Indemnification Procedure. A Party In the event that Par intends to claim indemnification (the “Indemnitee”) under this Section 13 1.2(d), Par shall promptly notify the other Party (the “Indemnitor”) Astellas in writing of any claim, complaint, suit, proceeding or cause of action with in respect to of which the Indemnitee Par intends to claim such indemnification (for purposes of this Section 13.31.2(e), each a “Claim”), and the Indemnitor Astellas shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee Par shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 1.2(d) shall not apply to amounts paid in with respect to settlement of any Claim if such settlement is effected without the consent of the IndemnitorAstellas, which consent shall will not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor Astellas within a reasonable period of time after the commencement of any such Claimclaim, suit or proceeding, if prejudicial to its ability to defend such action, shall relieve such Indemnitor Astellas of any liability to the Indemnitee Par under this Section 131.2(d), but the omission to so to deliver written notice to the Indemnitor Astellas shall not relieve the Indemnitor Astellas of any liability to any Indemnitee Par under this Agreement otherwise than under this Section 131.2(d). The Indemnitee Without limiting the foregoing, Par shall keep Astellas fully informed of the progress of any Claim for which it intends to claim indemnification under this Section 131.2(d). Par under Section 1.2(d), and its employees, at the IndemnitorAstellas’s request and expense, shall provide full information and reasonable assistance to Indemnitor Astellas and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any claim for which such Party believes it is entitled to claim be indemnified under this MSA. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, 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”), at the Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. The Indemnitee shall make no admission of liability or quantum nor agree any settlement thereof; provided that of disposal of any claim without the Indemnitor’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claim, the Indemnitee shall have the right right, but no obligation, to participatedefend against such claim, at its own expenseincluding settling such claim after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall will not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to relieve 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 obligations under this Section 13, but the omission so to deliver written notice except to the Indemnitor shall not relieve extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 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 indemnificationfailure.

Indemnification Procedure. A Party that intends to claim indemnification under this ARTICLE 13 (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Claim in respect of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or or settlement of such Claim. The indemnification obligations Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Parties under Indemnitee’s own choice. The indemnity arrangement in this Section ARTICLE 13 shall not apply to amounts paid in settlement of any action with respect to a Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably withheld, conditioned, or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial action with respect to its ability to defend such action, a Claim shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not only relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligations under this Section 13ARTICLE 13 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee under this Section 13, and its employees, at shall cooperate fully with the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives in the investigation of any action with respect to such Claims a Claim covered by this indemnification.

Indemnification Procedure. A Party that intends to claim indemnification BTCS (the “Indemnitee”) under this Section 13 shall promptly notify the other Party User in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1. The Indemnitee shall cooperate with the User (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereofand shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense; provided provided, however, that BTCS reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its choice. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.2 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1312, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party party (the "Indemnitee") that intends to ------------------------- claim indemnification (the “Indemnitee”) under this Section 13 article shall promptly notify the other Party (the “Indemnitor”) in writing LICENSEE of any loss, liability, damage or expense, or any claim, complaintdemand, suit, action or other 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”)indemnification, and the Indemnitor Indemnitee shall have provide LICENSEE with the sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or or settlement of any such Claimclaim, demand, action or other proceeding. The indemnification LICENSEE's indemnity obligations of the Parties under this Section 13 article shall not apply to amounts paid in any settlement if effected without its consent. LICENSEE shall not settle or consent to an adverse judgment in any such claim, demand, action or other proceeding that directly affects the rights or interests of any Claim if Indemnitee or imposes additional obligations on such settlement is effected Indemnitee, without the prior express written consent of the Indemnitorsuch Indemnitee, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such ClaimIndemnitee, if prejudicial to its ability to defend such actionemployees and agents, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor cooperate fully with LICENSEE and its legal representatives with respect to such Claims in the investigation of any action, claim or liability covered by this indemnification.

Indemnification Procedure. A Party In the event that intends to claim an Indemnitee is seeking indemnification (the “Indemnitee”) under this Section 13 12.1, it shall promptly notify inform the other Party (the “Indemnitor”) Indemnitor in writing of any claimthe relevant claim as soon as reasonably practicable after it receives notice of the Claim, 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 shall permit the Indemnitor shall have sole to assume direction and control of the defense and/or settlement thereof; provided that of the Indemnitee shall have Claim, including the right to participateselect defense counsel, which counsel shall be reasonably satisfactory to the Indemnitee, and shall cooperate as reasonably requested by the Indemnitor (at its own expense, with counsel the expense of its own choosing the Indemnitor) in the defense and/or settlement of such the Claim. The indemnification obligations of the Parties under this Section 13 shall not apply failure or delay to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to notify the Indemnitor shall not relieve the Indemnitor of any obligation or liability that it may have to the Indemnitee except to the extent that the Indemnitor demonstrates that its ability to defend or resolve such Claim is adversely affected thereby. In no event may the Indemnitor compromise or settle any Claim in any manner that admits fault or wrongdoing on the part of any Indemnitee, incurs non-indemnified liability on the part of any Indemnitee, adversely affects any of the intellectual property rights subject to this Agreement or otherwise adversely affects either Party’s ability to Develop or Commercialize Licensed Products hereunder, without the prior written consent of the Indemnitee. No Indemnitee otherwise than shall enter into any settlement of any claim subject to indemnification under this Section 13. The Indemnitee under this Section 13, and its employees, at 12.1 without the Indemnitor’s request and expense, shall provide full information and reasonable assistance to prior written consent of the Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationthereto.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 9, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld or delayed; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 9, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 139, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification9.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing Sections 9.1.3 and 9.1.4 hereof of any claim, complaint, suit, proceeding or cause notice 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 defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 action for which a claim for indemnification is to be made against the Borrower, such Claim, if prejudicial to its ability to defend indemnified party shall notify the Borrower in writing of such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13commencement, but the omission to so to deliver written notice to notify the Indemnitor shall Borrower will not relieve the Indemnitor of Borrower from any liability that it may have to any Indemnitee otherwise than indemnified party hereunder except to the extent that failure to notify causes prejudice to the Borrower. In the event that any action is brought against any indemnified party, and it notifies the Borrower of the commencement thereof, the Borrower will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by Written Notice delivered to the indemnified party promptly after receiving the aforesaid notice of commencement, to assume the defense thereof with counsel selected by the Borrower and reasonably satisfactory to such indemnified party in its sole discretion. After notice from the Borrower to such indemnified party under this Section 13. The Indemnitee under this Section 139.1.5, and its employees, at the Indemnitor’s request and expense, Borrower shall provide full information and reasonable assistance to Indemnitor and its not be responsible for any legal representatives with respect to such Claims covered by this indemnification.or other expenses

Indemnification Procedure. A Party that intends to claim indemnification If CRUCELL (the “Indemnitee”) intends to claim indemnification under this Section 13 8, CRUCELL shall promptly notify the other Party COMPANY (the “Indemnitor”) in writing of any claim, complaintdemand, suitaction, or other proceeding or cause of action with respect to for which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the indemnification. The Indemnitor shall have sole control of the right to participate in, and to the extent the Indemnitor so desires jointly with any other Indemnitor similarly noticed, to assume the defense and/or settlement thereofthereof with counsel selected by the Indemnitor; provided provided, however, that the Indemnitee shall have the right to participate, at retain its own expensecounsel, with the reasonable fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee by the counsel of its own choosing 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 the defense and/or settlement of such Claimproceedings. The indemnification indemnity obligations of the Parties under this Section 13 8 shall not apply to amounts paid in settlement of any Claim claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after notice of any such claim or demand, or the commencement of any such Claimaction or other proceeding, if prejudicial to its ability to defend such actionclaim, demand, action or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 138 with respect thereto, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor it of any liability that it may have to any the Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification8.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 7.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.6, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 7.6, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 137.6, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification7.6.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Each party shall promptly notify the other Party (the “Indemnitor”) party in writing of any claimAction for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, complaint, suit, proceeding or cause of action with respect to which as the Indemnitee intends to claim such case may be. The party seeking indemnification (for purposes of this Section 13.3, each a “Claim”), the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its own choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee's failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1312, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Any Party that intends to claim seeking indemnification under this ARTICLE 10.0 (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of such Claim, provided that any failure to so notify shall not affect a Party’s right to indemnification except to the extent that such failure materially prejudices the ability of the Indemnitor to defend against such Claim. At the Indemnitee’s option, the Indemnitee may (i) retain sole control over defense and settlement of the Claim, provided that Indemnitee shall not settle such Claim without the Indemnitor’s prior consent, not to be unreasonably withheld; or (ii) provide the Indemnitor sole control over the defense and settlement thereof, provided that Indemnitor shall not settle such Claim without the Indemnitee’s prior consent to the extent that such settlement requires any admission of liability or wrongdoing or the payment of any claimamount by Indemnitee. Without limiting the foregoing, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends Claims brought under Section 10.1 or 10.2 above and tendered to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control pursuant to sub-section (ii) of the defense and/or settlement thereof; provided that the previous sentence: (i) at Indemnitor’s request and expense, Indemnitee shall have the right provide full information and reasonable assistance to participateIndemnitor with respect to such Claims; and (ii) Indemnitee, at its own expense, shall have the right to participate with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, 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 Section 13. The Indemnitee under this Section 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. A Each Party that intends shall promptly notify the other Party in writing of any claim for which such Party believes it is entitled to claim be indemnified under this MLSA. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, 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”), at the Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. The Indemnitee shall make no admission of liability or quantum nor agree any settlement thereof; provided that of disposal of any claim without the Indemnitor’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claim, the Indemnitee shall have the right right, but no obligation, to participatedefend against such claim, at its own expense, with counsel of its own choosing in the defense and/or settlement of including settling such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply claim after giving notice to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyin each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of perform any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee obligations under this Section 13, but the omission so to deliver written notice to the Indemnitor shall section will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 13section, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim (i) Any party seeking indemnification hereunder (the "Indemnitee") shall notify the party liable for such indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “"Indemnitor”") in writing of any claimevent, complaint, suit, proceeding omission or cause of action with respect to occurrence which the Indemnitee intends has determined has given or could give rise to claim Damages which are indemnifiable hereunder (such indemnification (for purposes written notice being hereinafter referred to as a "Notice of this Section 13.3, each a “Claim”"), and the Indemnitor . Any Notice of Claim shall have sole control of the defense and/or settlement thereof; provided that be given promptly after the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement becomes aware of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitorevent, which consent shall not be withheld omission or delayed unreasonablyoccurrence. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial Indemnitee to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under give notice as provided in this Section 13, but the omission so to deliver written notice to the Indemnitor 9.4 shall not relieve the Indemnitor of its obligations hereunder, 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 any liability particulars of the event, omission or occurrence giving rise to a right of indemnification. (ii) This indemnity is conditioned upon and subject to the Indemnitee giving its full cooperation in complying with any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13applicable foreign, and its employeesfederal, at state or local laws, rules or regulations or any discovery or testimony necessary to effectively carry out the Indemnitor’s request and expense, 's obligations hereunder. Such cooperation shall provide full information and reasonable assistance be without charge to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationthe Indemnitor.

Indemnification Procedure. A An Indemnified Party that intends shall give prompt written notice to claim indemnification (Seller of the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing assertion of any claim, complaintor the commencement of any action or proceeding, suitin respect of which indemnity may be sought hereunder, proceeding or cause of action with respect although the failure to which give such notice shall not affect the Indemnitee intends Indemnified Party's right to claim indemnification hereunder unless such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor failure shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee materially prejudice Seller’s ability to defend such claim. Seller shall have the right to participateassume the defense, in consultation and cooperation with the Indemnified Party, in good faith to the extent appropriate under the circumstances, of any such action or proceeding at its own expense. If Seller shall elect not to assume the defense of any such action or proceeding, with counsel or fail to make such an election within 20 days after it receives notice pursuant to the first sentence of this Section 13(b), the Indemnified Party may assume such defense at the expense of Seller who DB1/63152084.9 nonetheless may also participate in such defense at its own choosing expense. Seller shall not be liable under Section 13(a) for any settlement effected without its written consent, which consent will not unreasonably be withheld, of any claim, action or proceeding in respect of which indemnity may be sought hereunder. Notwithstanding anything contained herein to the defense and/or settlement of such Claim. The indemnification obligations of the Parties contrary, Seller shall be required to indemnify, defend and hold harmless or reimburse an Indemnified Party under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives only with respect to those claims as to which such Claims covered by this indemnificationIndemnified Party has given written notice prior to October 31, 2009.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 12 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 12, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld or delayed; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 12, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 1312, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification12.

Indemnification Procedure. A Party that intends To be eligible to claim indemnification be so Indemnified as described in this Section 9.10, each of the Indemnitees seeking to be Indemnified shall provide Ohr (the “IndemniteeIndemnifying Party”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing with prompt notice of any claimclaim (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to Section 9.10, complaint, suit, proceeding or cause of action with respect to which as the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)case may be, and the Indemnitor shall have sole control exclusive ability to defend such claim (with the reasonable cooperation of the defense and/or settlement thereof; provided that the Indemnitee Indemnitee(s)). Each Indemnitee(s) shall have the right to participateretain its own counsel, at its own expense, with if representation of the counsel of its own choosing in the defense and/or Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee(s) and the Indemnifying Party. Neither the Indemnitee(s) nor the Indemnifying Party shall settle or consent to the entry of any judgment with respect to any claim for Losses for which indemnification is sought, without the prior written consent of the other Party (not to be unreasonably withheld or delayed); provided however, that the Indemnifying Party shall have the right to settle or compromise any claim for losses without such prior written consent if the settlement or compromise provides for a full and unconditional release of such Claimthe Indemnitee(s) and is not materially prejudicial to any Indemnitee’s rights. The indemnification obligations of Indemnifying Party’s obligation to Indemnify the Parties under lndemnitee(s) pursuant to this Section 13 9.10 shall not apply to amounts paid in settlement the extent of any Claim if such settlement is effected without Losses (a) that arise from the consent of the Indemnitor, which consent shall not be withheld gross negligence or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement intentional misconduct of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to Indemnitee; or (b) that arise from the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability to breach by any Indemnitee otherwise than under of this Section 13. The Indemnitee under this Section 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 indemnificationAgreement.

Indemnification Procedure. A Party that intends to (a) Notice of Claim. Whenever any claim (a "CLAIM") shall arise for indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claimArticle 5, 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 defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver promptly give written notice to the Indemnitor within a reasonable time after and each other party hereunder with respect to the commencement Claim, which notice shall include the facts constituting the basis for the Claim. Notwithstanding the foregoing, 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. In the event of any such ClaimClaim resulting from or in connection with any claim or legal proceedings by a third party, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve specify, if known, the Indemnitor amount or an estimate of any the amount of liability to any Indemnitee otherwise than under this Section 13arising therefrom. The Indemnitee under this shall not settle or compromise any claim by any third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnitor (which consent will not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnitor shall not have taken control of such suit after notification thereof as provided in Section 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 indemnification5.3(c) hereof.

Indemnification Procedure. A Party person that intends to claim indemnification under Section 9.1 or 9.2 of this Agreement (the “Indemnitee”) under this Section 13 shall promptly notify the other Party party from whom it seeks indemnification (the “Indemnitor”) in writing of any claim, complaintlawsuit, suit, proceeding or cause other action in respect 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 defense and/or settlement thereof; provided that the indemnification. The Indemnitee shall have permit the right to participateIndemnitor, at its own expensediscretion, with counsel of its own choosing in to settle any such claim, lawsuit or other action and agrees to the defense and/or settlement complete control of such Claim. The indemnification obligations of defense or settlement by the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if Indemnitor; provided, however, that such settlement is effected does not adversely affect the Indemnitee’s rights hereunder or impose any obligations on the Indemnitee in addition to those set forth herein in order for it to exercise such rights. No such claim, lawsuit or other action shall be settled 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 Claimunreasonably withheld, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to and the Indemnitor shall not relieve the Indemnitor of be responsible for any liability to any Indemnitee otherwise legal fees or other costs incurred other than under this Section 13as provided herein. The Indemnitee under this Section 13, and its employees, at shall cooperate fully with the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims in the investigation and defense of any claim, lawsuit or other action covered by this indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and expense.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 4.6 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 4.6, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 4.6, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 134.6, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification4.6.

Indemnification Procedure. A Party that intends No party shall be required to indemnify any Indemnified Person with respect to any claim under Section 6.01 above unless the Indemnified Person seeking indemnification (the “"Indemnitee”") under this Section 13 shall promptly notify the other Party party (the “"Indemnitor”") in writing of such claim, shall provide the Indemnitor with a copy of any claim, complaint, suit, proceeding or cause of action relevant documents with respect to which such claim, and shall otherwise make available to the Indemnitor all relevant material information with respect to such claim; provided, however, that the Indemnitee's failure to give notice or to provide copies of documents or to furnish relevant information shall not constitute a defense (in whole or in part) to any claim by the Indemnitee intends against the Indemnitor except and only to the extent that such failure by the Indemnitee shall result in a material prejudice to the Indemnitor. The Indemnitor, at its sole cost and expense, shall have the right to defend against any claim brought by a third party, either in its own name or in the name of the Indemnitee, as may be required, and the Indemnitee, at its sole cost and expense, shall have the right to participate in such indemnification defense. The Indemnitee shall not settle or compromise any third party claim unless it shall first obtain the written consent of the Indemnitor (for purposes of this Section 13.3, each a “Claim”), provided such consent is not unreasonably withheld or delayed) or unless suit shall have been instituted against the Indemnitee and the Indemnitor shall have sole control failed, after the lapse of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to it of such suit, to take action to defend the same or unless the Indemnitor shall not relieve have failed to notify the Indemnitor Indemnitee in writing of any liability its intention to any contest the claim within twenty (20) days of the giving of the above notice from the Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at to 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. A Party that intends The above indemnities shall be subject to claim indemnification ------------------------- the following procedures: (a) The party receiving the “indemnity ("Indemnitee”") under this Section 13 shall will promptly notify the other Party party with the indemnity obligation (the “"Indemnitor”") in writing of any third party claim, complaint, suit, proceeding action or cause of action with respect to which demand after the Indemnitee intends receives notice thereof; provided, however, that failure or delay to claim provide such indemnification (for purposes notification shall not reduce or otherwise affect the obligations of this Section 13.3the Indemnitor, each a “Claim”), and except to the Indemnitor extent that such failure or delay shall have sole control of materially prejudiced the defense and/or settlement Indemnitor's ability to defend against, settle or satisfy such claim or materially increase the cost thereof; provided that the Indemnitee shall have the right to participate. (b) The Indemnitor, at its own expense, with counsel shall pay, compromise, settle or otherwise dispose of its own choosing in the defense and/or any such claim; provided, however, that no compromise, settlement or disposal of such Claim. The indemnification obligations of the Parties under this Section 13 claim shall not apply to amounts paid in settlement of any Claim if such settlement is effected be entered into without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to unreasonably withheld. (c) Indemnitor shall have sole control over the Indemnitor within a reasonable time after the commencement defense and settlement of any such Claimclaim but in any action defended by Indemnitor, if prejudicial Indemnitee shall at all times have the right to employ its ability to defend own counsel; provided, however that the fees and expenses of such actioncounsel shall be Indemnitee's own expense unless the employment of such counsel shall have been authorized by Indemnitor in connection with the defense of such claims. In such event, such fees and expenses shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at the be borne by 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. A Party that intends to claim indemnification party (the whether a Customer Indemnitee, or a Pluralsight Indemnitee, each an “Indemnitee”) under that believes it is entitled to be indemnified pursuant to this Section 13 shall Agreement will (i) promptly notify the other applicable Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to Claims for which the Indemnitee intends to claim such Party owes an indemnification (for purposes of this Section 13.3, each a “Claim”)obligation hereunder, and (ii) cooperate with the Indemnitor shall have at the Indemnitor’s sole cost and expense. The Indemnitor will immediately take control of the defense and/or settlement thereof; provided and investigation of such Claim and will employ counsel to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 8.3 will not relieve the Indemnitor of its obligations under this Section 8 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee shall have may participate in and observe the right to participate, proceedings at its own expense, cost and expense with counsel of its own choosing in the defense and/or settlement of such Claimchoosing. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of In no event will Indemnitor settle any Claim if such settlement is effected without the consent of the IndemnitorIndemnitee, which consent shall Indemnitee will not be withheld unreasonably withhold, condition, or delayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement delay, unless such settlement includes an unconditional release of Indemnitee from all liability and does not contain any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor admission of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor on behalf of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 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 indemnificationIndemnitee.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 13, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and genially summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Holders in conducting the defense of such action, suit, or proceeding (such conflict being related to claims for indemnity under this Section 13 13), then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 13, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly 7.6 of notice of the commencement any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 7.6, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 7.6, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party, to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 13, 7.6 but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification7.6.

Indemnification Procedure. A Party that intends to claim Any indemnification claims hereunder respect of a party or its affiliated persons or entities shall be asserted by Ordering Activity (the “Indemnitee”) under in accordance with this Section 13 8.c. Indemnitee shall promptly notify the other Party (the “Indemnitorprovide 3DR(“Indemnitor”) in writing with prompt written notice of any claim, complaint, suit, proceeding or cause of action with respect the Third Party claim giving rise to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), claim and the forward all related documents to Indemnitor. No failure to so notify Indemnitor shall have sole control relieve Indemnitor of its obligations hereunder except to the defense and/or settlement thereof; provided extent that Indemnitor can demonstrate damages or prejudice attributable to such failure. If Indemnitor acknowledges its indemnification obligation in writing, then Indemnitor shall defend the Indemnitee shall have the right to participate, case at its own expense; provided, with however, that Indemnitee reserves the right to be represented by counsel of at its own choosing in the defense and/or expense at any proceeding or settlement of such Claimdiscussions related thereto. The Indemnitor may settle any claim subject to its indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim hereunder without Indemnitee’s written consent only if such settlement is effected without the consent (i) includes a release of the Indemnitor, which consent shall all covered claims pending against Indemnitee or its applicable affiliated person or entity; (ii) contains no admission of liability or wrongdoing by Indemnitee or its applicable affiliated person or entity; and (iii) does not be withheld impose any obligations upon Indemnitee or delayed unreasonably. The failure its applicable affiliated person or entity other than an obligation to deliver written notice to the Indemnitor within a reasonable time after the commencement of stop using any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 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 indemnificationinfringing items.

Indemnification Procedure. A Party that intends Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to claim be indemnified pursuant to Section 14.1 or Section 14.2, as the case may be. The party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole immediately take control of the defense and/or settlement thereof; provided and investigation of such Action and shall employ counsel to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee’s failure to perform any obligations under this Section 14.3 will not relieve the Indemnitor of its obligations under this Section 13 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee shall have may participate in and observe the right to participate, proceedings at its own expense, cost and expense with counsel of its own choosing in the defense and/or settlement of such Claimchoosing. The indemnification obligations of the Parties under this Section 13 Customer shall not apply to amounts paid in enter into any settlement of any Claim if such settlement is effected without the consent of the IndemnitorProvider unless such settlement specifically and unconditionally releases Provider of all liability. THIS SECTION 13 SETS FORTH CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, 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 ClaimTHREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT MATTER HEREOF (INCLUDING THE SERVICES AND PROVIDER MATERIALS) INFRINGES, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 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 indemnificationMISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT.

Indemnification Procedure. A Party that intends The above indemnities shall be ------------------------- subject to claim indemnification the following procedures: (i) The party receiving the “indemnity ("Indemnitee”") under this Section 13 shall will promptly notify the other Party party with the indemnity obligation (the “"Indemnitor”") in writing of any third party claim, complaint, suit, proceeding action or cause of action with respect to which demand after the Indemnitee intends receives notice thereof; provided, however, that failure or delay to claim provide such indemnification (for purposes notification shall not reduce or otherwise affect the obligations of this Section 13.3the Indemnitor, each a “Claim”), and except to the Indemnitor extent that such failure or delay shall have sole control of materially prejudiced the defense and/or settlement Indemnitor's ability to defend against, settle or satisfy such claim or materially increase the cost thereof; provided that the Indemnitee shall have the right to participate. (ii) The Indemnitor, at its own expense, with counsel shall pay, compromise, settle or otherwise dispose of its own choosing in the defense and/or any such claim; provided, however, that no compromise, settlement or disposal of such Claim. The indemnification obligations of the Parties under this Section 13 claim shall not apply to amounts paid in settlement of any Claim if such settlement is effected be entered into without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written notice to unreasonably withheld. (iii) Indemnitor shall have sole control over the Indemnitor within a reasonable time after the commencement defense and settlement of any such Claimclaim but in any action defended by Indemnitor, if prejudicial Indemnitee shall at all times have the right to employ its ability to defend own counsel; provided, however that the fees and expenses of such actioncounsel shall be Indemnitee's own expense unless the employment of such counsel shall have been authorized by Indemnitor in connection with the defense of such claims. In such event, such fees and expenses shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at the be borne by 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. A Each Party that intends shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to claim be indemnified pursuant to Section 10.1 or Section 10.2. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided that and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 10.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1310, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party In the event that Par intends to claim indemnification (the “Indemnitee”) under this Section 13 Article 9, Par shall promptly notify the other Party (the “Indemnitor”) Optimer in writing of any claim, complaint, suit, proceeding or cause of action with in respect to of which the Indemnitee Par intends to claim such indemnification (for purposes of this Section 13.3Article 8, each a “"Claim”"), and the Indemnitor Optimer shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee Par shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 Article 9 shall not apply to amounts paid in with respect to settlement of any Claim if such settlement is effected without the consent of the IndemnitorOptimer, which consent shall will not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor Optimer within a reasonable period of time after the commencement of any such Claimclaim, suit or proceeding, if prejudicial to its ability to defend such action, shall relieve such Indemnitor Optimer of any liability to the Indemnitee Par under this Section 13Article 9, but the omission to so to deliver written notice to the Indemnitor Optimer shall not relieve the Indemnitor Optimer of any liability to any Indemnitee Par otherwise than under this Section 13Article 9. The Indemnitee Without limiting the foregoing, Par shall keep Optimer fully informed of the progress of any Claim for which it intends to claim indemnification under this Section 13Article 9. Par under this Article 9, and its employees, at the Indemnitor’s Optimer's request and expense, shall provide full information and reasonable assistance to Indemnitor Optimer and its legal representatives with respect to such Claims covered by this indemnification.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Each party shall promptly notify the other Party (the “Indemnitor”) party in writing of any claimClaim for which such party believes it is entitled to be indemnified pursuant to Section 9.1 or Section 9.2, complaint, suit, proceeding or cause of action with respect to which as the Indemnitee intends to claim such case may be. The party seeking indemnification (for purposes of this Section 13.3, each a “Claim”), the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and the expense. The Indemnitor shall have sole immediately take control of the defense and/or settlement thereof; provided and investigation of such Claim and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee's failure to perform any obligations under this Section 9.3 will not relieve the Indemnitor of its obligations under this Section 9 except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure. The Indemnitee shall have may participate in and observe the right to participate, proceedings at its own expense, cost and expense with counsel of its own choosing in the defense and/or settlement of such Claimchoosing. The indemnification obligations Indemnitor may settle a Claim so long as any settlement (i) does not, without Indemnitee’s prior written approval, (x) involve the admission of any wrongdoing by any Indemnitee, (y) restrict any Indemnitee’s future actions, or (z) require any Indemnitee to take any action, including the payment of money, and (ii) includes a full release of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, 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 Section 13. The Indemnitee under this Section 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.Indemnitees

Indemnification Procedure. A Party that intends With respect to claim any indemnity action or Claim, the party seeking indemnification (the “"Indemnitee”") under this Section 13 shall promptly notify shall, with reasonable promptness, provide the other Party party (the “"Indemnitor”) in writing "), with copies of any claim, complaint, suit, proceeding claims or cause other documents received and shall otherwise make available to the Indemnitor all relevant information material to the defense of action with respect to which any claim against the Indemnitee intends or which may serve as the basis for a claim by the Indemnitee -45- pursuant to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the terms hereof. The Indemnitee shall have the right to participatechoose counsel, at its own expense, which counsel shall be of good professional standing with counsel experience and expertise in the subject matter of its own choosing the claim. The Indemnitor shall have the election to join in the defense and/or settlement of any litigation against Indemnitee in respect of such Claim. The indemnification obligations of claim and the Parties under this Section 13 Indemnitee shall not apply to amounts paid in settlement of settle or compromise any Claim if such settlement is effected without litigated claim unless it shall first obtain the written consent of the Indemnitor, which consent Indemnitor or unless suit shall not be withheld or delayed unreasonably. The failure to deliver written notice to have been instituted against the Indemnitee and the Indemnitor within shall have failed, after the lapse of a reasonable time after written notice to him of such a suit, to take action to defend the commencement same; provided, however, that the Indemnitee's failure to give prompt notice or to provide copies of documents or to furnish relevant data shall not constitute a defense (in part or in whole) to any claim by the Indemnitee against the Indemnitor, except and only to the extent that such failure by the Indemnitee shall result in a material prejudice to the Indemnitor. The defense of any such Claim, if prejudicial suit shall at all times be guided by the objective of keeping the financial exposure of all the parties to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 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 indemnificationa minimum.

Indemnification Procedure. A Party that intends Each party shall promptly notify the other party in writing of any Claim for which such party believes it is entitled to claim be indemnified pursuant to Section 11. The party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice/reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right right, but no obligation, to participatedefend against such Claim including settling such Claim after giving notice to the Indemnitor, at its own expense, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 11.4 will not relieve the Indemnitor of any liability its obligations under Section 11, except to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Each party shall promptly notify the other Party (the “Indemnitor”) party in writing of any claimAction for which such party believes it is entitled to be indemnified pursuant to Sections 12.1 or 12.2, complaint, suit, proceeding or cause of action with respect to which as the Indemnitee intends to claim such case may be. The party seeking indemnification (for purposes of this Section 13.3, each a “Claim”the "Indemnitee") shall cooperate with the other party (the "Indemnitor"), and the . The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee's failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1312, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to claim be indemnified pursuant to Section 8.1 or Section 8.2, as the case may be. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor's sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee's failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 8.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 138, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any claim for which such Party believes it is entitled to claim be indemnified under this MLSA. The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, 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”), at the Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and investigation of such claim and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such claim, the Indemnitee shall have the right right, but no obligation, to participatedefend against such claim, at its own expense, with counsel of its own choosing in the defense and/or settlement of including settling such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply claim after giving notice to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyin each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of perform any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee obligations under this Section 13, but the omission so to deliver written notice to the Indemnitor shall section will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 13section, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim indemnification under this Article 12 (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause Claim in respect of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or or settlement of such Claim. The indemnification obligations Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Parties under Indemnitee’s own choice. The indemnity arrangement in this Section 13 Article 12 shall not apply to amounts paid in settlement of any action with respect to a Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed unreasonablydelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such Claim, if prejudicial action with respect to its ability to defend such action, a Claim shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not only relieve the Indemnitor of any liability to any Indemnitee otherwise than its indemnification obligations under this Section 13Article 12 if and to the extent the Indemnitor is actually prejudiced thereby. The Indemnitee under this Section 13, and its employees, at shall cooperate fully with the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives in the investigation of any action with respect to such Claims a Claim covered by this indemnification.

Indemnification Procedure. A Party that intends To be eligible to claim indemnification be so Indemnified as described in this Section 9.10, each of the Indemnitees seeking to be Indemnified shall provide Ohr (the “Indemnitee”"Indemnifying Party") under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing with prompt notice of any claimclaim (with a description of the claim and the nature and amount of any such Loss) giving rise to the indemnification obligation pursuant to Section 9.10, complaint, suit, proceeding or cause of action with respect to which as the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)case may be, and the Indemnitor shall have sole control of exclusive ability to defend such claim (with the defense and/or settlement thereof; provided that the Indemnitee reasonable cooperation ofIndemnitee(s)) . Each Indemnitee(s) shall have the right to participateretain its own counsel, at its own expense, with if representation of the counsel of its own choosing in the defense and/or Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnitee(s) and the Indemnifying Party. Neither the Indemnitee(s) nor the Indemnifying Party shall settle or consent to the entry of any judgment with respect to any claim for Losses for which indemnification is sought, without the prior written consent of the other Party (not to be unreasonably withheld or delayed); provided however, that the Indemnifying Party shall have the right to settle or compromise any claim for losses without such prior written consent if the settlement or compromise provides for a full and unconditional release of such Claimthe Indemnitee(s) and is not materially prejudicial to any Indemnitee's rights. The indemnification obligations of Indemnifying Party's obligation to Indemnify the Parties under Indemnitee(s) pursuant to this Section 13 9.10 shall not apply to amounts paid in settlement the extent of any Claim if such settlement is effected without the 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 Section 13, 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 Section 13. The Indemnitee under this Section 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.15

Indemnification Procedure. A Party The party against whom a claim that intends is subject to claim indemnification hereunder is brought (in this context, the “IndemniteeIndemnified party”) agrees to promptly notify the indemnifying party (in this context, the “Other party”) in writing, of any claims asserted against the Indemnified party to which the Indemnified party is entitled to indemnification hereunder, provided that any failure by the Indemnified party to give notice as provided herein shall not relieve the Other party of its obligations under this Section 13 13. The Indemnified party shall promptly notify deliver to the Other party any appropriate court document or other Party (document relating to such claim. The Other party shall control the “Indemnitor”) in writing investigation, trial, defense and settlement of any claim, complaint, suit, proceeding such lawsuit 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 any appeal arising therefrom and shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel employ or engage attorneys of its own choosing in choice, provided, however, that no settlement shall include an admission of liability on the defense and/or settlement of such Claim. The indemnification obligations part of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected Indemnified party without the consent of the Indemnitorits prior written consent, which consent shall not be withheld or delayed unreasonablyunreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement Indemnified party may, at its own cost, participate in such investigation, trial and defense 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 Section 13, 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 Section 13lawsuit or action and an appeal arising therefrom. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, Indemnified party shall provide full information reasonable cooperation to the Other party at all times during the pendency of the claim or lawsuit including, without limitation, providing the Other party with all available information, access to personnel and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationdocuments concerning the claim.

Indemnification Procedure. A Party that intends to In the case of any claim for indemnification brought under this paragraph 7, the Buyer Indemnitee or the Seller Indemnitee, (an "Indemnitee") , as the case may be, shall give the Buyer or Seller (the “Indemnitee”) under this Section 13 shall promptly "Indemnitor"), as the case may be, reasonably prompt notice of the Losses which give rise to such claim; provided, however, that the failure to so notify the other Party (Indemnitor shall not affect the “Indemnitor”) in writing obligation of any claim, complaint, suit, proceeding or cause of action with respect the Indemnitor to which indemnify the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and hereunder unless the Indemnitor shall have sole control of been materially prejudiced by such failure to so notify. The Indemnitor shall, at its option, be entitled to assume the defense and/or settlement thereofof any action, suit or proceeding ("Action") related to such claim at its sole cost and expense and with counsel reasonably satisfactory to the Indemnitee; provided provided, however, that the Indemnitee shall have the right to participate, participate in such defense at its own expense. If the Indemnitor fails to defend any Action, with counsel of its own choosing in any defense by the defense and/or settlement of such Claim. The indemnification obligations of Indemnitee thereof shall be at the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent sole cost and expense of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure party defending an Action shall control the conduct thereof. The Parties agree to deliver written notice make available to each other, their counsel and accountants, any information and documents reasonably available to them which relate to such Action and their employees, and the Indemnitor within a reasonable time after Parties hereto agree to render to each other such assistance as they may reasonably require of each other in order to insure the commencement proper and adequate defense 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 Section 13, 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 Section 13. The Indemnitee under this Section 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 indemnificationAction.

Indemnification Procedure. A To receive the foregoing indemnities, the Party that intends to claim seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify must: (i) provide notice to be received by the other indemnifying Party (the “Indemnitor”) within ten (10) Business Days of Indemnitee’s first notice of the Claim, provided however, that any failure or delay in writing of any claimproviding written notice shall not affect the Indemnitor’s indemnification obligations, complaint, suit, proceeding or cause of action with respect except to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and extent the Indemnitor shall have sole is prejudiced by such failure or delay; (ii) tender to Indemnitor full control and authority over the defense of the Claim; (iii) cooperate as reasonably requested by Indemnitor (at Indemnitor’s expense) in Indemnitor’s defense and/or of the Claim; and (iv) not enter into any settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement or compromise of such ClaimClaim defended by Indemnitor without the express written authorization of Indemnitor. The indemnification obligations of the Parties under this Section 13 Indemnitor shall not apply to amounts paid in settlement of any settle or compromise a Claim if such settlement is effected without the Indemnitee’s prior written consent of the Indemnitor, (which consent shall not be unreasonably withheld or delayed unreasonably. The failure to deliver written notice to delayed), unless: (i) the Indemnitor within sole relief provided in such settlement or compromise constitutes monetary damages borne in full by Indemnitor; and (ii) such settlement or compromise does not include any finding or admission of a reasonable time after the commencement violation by Indemnitee of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of Laws or third patty’s rights; or require any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at changes in 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 or Indemnitee’s business practices that would impair performance of either Party’s obligations under this indemnificationAgreement.

Indemnification Procedure. A Party that intends entitled to claim indemnification pursuant to this Section (the “Indemnitee”) under this Section 13 shall promptly notify the other Party from whom indemnity is sought (the “Indemnitor”) in writing of any claimClaims covered by this indemnity. Promptly after receipt of such notice, complaintthe Indemnitor shall assume the defense of such Claim with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor fails, suitwithin a reasonable time after receipt of such notice, proceeding to assume the defense with counsel reasonably satisfactory to the Indemnitee or, if in the reasonable judgment of the Indemnitee, a direct or cause indirect conflict of action interest exists between the Parties with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3Claim, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participateundertake the defense, compromise and settlement of such Claim for the account and at the expense of the Indemnitor. Notwithstanding the foregoing, if the Indemnitee in its own expensesole judgment so elects, with counsel of its own choosing the Indemnitee may also participate in the defense and/or settlement of such Claimaction by employing counsel at its expense, without waiving the Indemnitor’s obligation to indemnify and defend. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve compromise any Claim or consent to the Indemnitor entry of any judgment without an unconditional release of all liability of the Indemnitee to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 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 indemnificationeach claimant or plaintiff.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Each party shall promptly notify the other in writing of any Claim for which such Party believes it is entitled to be indemnified pursuant to Section 11.1 or Section 11.2, as applicable. The Party seeking indemnification (the“Indemnitee”) shall reasonably cooperate with the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor's sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Claim on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Claim, the Indemnitee shall have the right right, but no obligation, to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of defend against such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any , including settling such Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver after giving written notice to the Indemnitor within a reasonable time after the commencement of any Indemnitor, in each case in such Claim, if prejudicial to its ability to defend manner and on such action, shall relieve such Indemnitor of any liability to terms as the Indemnitee may deem appropriate. The Indemnitee's failure to perform any obligations under this Section 13, but the omission so to deliver written notice to the Indemnitor shall 11.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1311, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Each Party that intends shall promptly notify the other Party in writing of any Action for which such Party believes it is entitled to claim be indemnified pursuant to Section 12.1 (By SDSA) or Section 12.2 (By You). The Party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and investigation of such Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, which may 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.3 (Indemnification Procedure) will not relieve the Indemnitor of any liability its obligations under Section 12 (Indemnification), except to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim If the Purchaser makes a claim, on behalf of itself or any Purchaser Party, for indemnification under this Article 10 (the “Indemnitee”) under this Section 13 ), it shall promptly notify the other Party Stockholder Representative (the “Indemnitor”) of the claim in writing promptly after receiving written notice of any Proceeding against it (if by a third party) or discovering the liability, obligation or facts giving rise to such claim for indemnification, which notice shall describe the claim, complaint, suit, proceeding or cause of action with the amount thereof (if known and quantifiable) and the basis thereof. With respect to which any third-party claim, the Indemnitee intends shall be entitled to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole assume control of the defense and/or settlement thereofof such Proceeding giving rise to an Indemnitee’s claim for indemnification; provided that: (i) the Indemnitor shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnitor; (ii) the Indemnitor shall be entitled to assume control of such defense and shall pay the fees and expenses of counsel retained by the Indemnitor if upon petition by the Indemnitor, the appropriate court rules that the Indemnitee failed or is failing to vigorously prosecute or defend such claim; and (iii) if the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in control the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without claim, the Indemnitee shall obtain the prior written consent of the Indemnitor, Indemnitor (which consent shall not be withheld unreasonably withheld, conditioned or delayed unreasonably. The failure to deliver written notice to the Indemnitor within delayed) before entering into any settlement of a reasonable time after the commencement of any such Claim, if prejudicial to its ability claim or ceasing to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 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 indemnificationclaim.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 13, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the .defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably determines that there may be a conflict between the position of the Parties Company and the Investors in conducting the defense of such action, suit, or proceeding by reason of recognized claims for indemnity under this Section 13 13, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 13, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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. A Each Party that intends shall promptly give notice to claim the other Party of any Losses for which the first Party believes it or any of its Indemnitees are entitled to indemnification (the “Indemnitee”) under this Section 13 12 or any Statement of Work. The Party seeking indemnification shall promptly notify reasonably cooperate with the other Party ("Indemnitor") at the “Indemnitor”) in writing of any claim, 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”), 's sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided that of any applicable Actions with counsel reasonably acceptable to the Indemnitee applicable Indemnitees. The applicable Indemnitees may participate in the Action(s) with counsel of their own choosing at their own cost and expense. The Indemnitor shall have not settle any Action without the right prior written consent of all applicable Indemnitees, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to participateassume control of the defense of any applicable Action, at its own expensethe applicable Indemnitees may defend the Action, including settling any such Action after giving prior written notice to the Indemnitor, with counsel of its their own choosing in at the defense and/or settlement of such ClaimIndemnitor's sole cost and expense. The indemnification Indemnitees' failure to perform any of their obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1312, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent the Indemnitor and its legal representatives can demonstrate with respect to reasonably competent evidence that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends to claim a right of indemnification hereunder (the “Indemnitee”) under this Section 13 shall promptly notify the other indemnifying Party (the “Indemnitor”) in writing of any third party claim, complaint, suit, or proceeding or cause of action included within the indemnification described in this Article 10 (each a “Claim”) with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and the Indemnitor shall have sole control of the defense and/or and settlement thereof; provided that of the Claim. The Indemnitee shall have the right to participate, participate at its own expense, expense and with counsel of its own choosing in the defense and/or or settlement of such the Claim. The indemnification obligations of the Parties under this Section 13 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 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 Section 13, 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 Section 13. The Indemnitee under this Section 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 Claims. [***] Confidential treatment has been requested for portions of this indemnificationexhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

Indemnification Procedure. A Party that intends to (a) Notice of Claim. Whenever any good faith claim for a Loss is asserted (a "CLAIM") for indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claimArticle 7, 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 defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver promptly give written notice to the Indemnitor within and each other party hereunder with respect to the Claim, which notice shall include reliable information of the facts constituting the basis for the Claim, including but not limited to, if feasible, a reasonable time after good faith estimate of the commencement amount of said Claim. Notwithstanding the foregoing, 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. In the event of any such ClaimClaim resulting from or in connection with any claim or legal proceedings by a third party, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve specify, if known, the Indemnitor amount or an estimate of any the amount of liability to any Indemnitee otherwise than under this Section 13arising therefrom. The Indemnitee under this shall not settle or compromise any claim by any third party for which it is entitled to indemnification hereunder, without the prior written consent of the Indemnitor (which consent will not be unreasonably withheld, conditioned or delayed) unless suit shall have been instituted against it and the Indemnitor shall not have taken control of such suit after notification thereof as provided in Section 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 indemnification7.2(c) hereof.

Indemnification Procedure. A Party that intends to claim indemnification under this Article 12 (the “Indemnitee”) under this Section 13 shall will promptly notify the other Party indemnifying party (the “Indemnitor”) in writing of any Third Party claim, complaint, suit, suit or proceeding or cause of action included within the indemnification described in this Article 12(each a “Claim”) with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”)indemnification, and the Indemnitor shall will have sole control of the defense and/or and settlement thereof; provided that of such Claim. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of a Claim shall relieve such Indemnitor of any liability to the Indemnitee shall under this Article 12 solely to the extent such failure is prejudicial to the Indemnitor’s ability to defend such Claim. The Indemnitor will not enter into any settlement of such Claim that admits fault, wrongdoing or damages without the Indemnitee’s prior written consent, which consent will not to be unreasonably withheld or delayed. The Indemnitee will have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall Article 12will not apply to amounts paid in settlement of any Claim if such 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 relieve such Indemnitor of any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13Article 12, and its employees, at the Indemnitor’s request and expense, shall will provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationClaims.

Indemnification Procedure. A Party that intends (a) Notice of Claim. Promptly, but in any event within 30 days after obtaining knowledge of any claim or demand which may give rise to, or could reasonably give rise to, a claim for indemnification hereunder (any such claim an "Indemnification Claim"), the party or parties entitled to claim indemnification hereunder (the “Indemnitee”"Indemnified Party") under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, 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 defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver give written notice to the Indemnitor within party or parties subject to indemnification obligations therefor (the "Indemnifying Party") of such Indemnification Claim (a reasonable time after "Notice of Claim"). A Notice of Claim shall be given with respect to all Indemnification Claims then known; provided, however, that the commencement failure to timely give a Notice of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability Claim to the Indemnitee under this Section 13, but the omission so to deliver written notice to the Indemnitor Indemnifying Party shall not relieve the Indemnitor of Indemnifying Party from any liability that it may have to any Indemnitee otherwise than under this the Indemnified Party hereunder to the extent that the Indemnifying Party is not prejudiced by such failure. Subject to Section 13. The Indemnitee under this Section 136.1 hereof, and its employees, at the Indemnitor’s request and expense, no Indemnified Party shall provide full information and reasonable assistance be entitled to Indemnitor and its legal representatives give a Notice of Claim with respect to any representation and warranty twenty-four (24) months from the date hereof. The Notice of Claim shall set forth the amount (or a reasonable estimate) of the loss, damage or expense suffered, or which may be suffered, by the Indemnified Party as a result of such Claims covered by this indemnificationIndemnification Claim and a brief description of facts giving rise to such Indemnification Claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same).

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an ------------------------- indemnified party under this Section 13 shall promptly 11 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 11, notify the other Party (the “Indemnitor”) indemnifying party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim commencement thereof and generally summarize such indemnification (for purposes of this Section 13.3, each a “Claim”), and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee action. The indemnifying party shall have the right to participate, at its own expense, with counsel of its own choosing participate in and to assume the defense and/or settlement of such Claim. The indemnification obligations claim; provided, however, that the indemnifying party shall be entitled to select counsel for the defense of such claim with the approval of any parties entitled to indemnification, which approval shall not be unreasonably withheld; provided further, however, that if either party reasonably deter-mines that there may be a conflict between the position of the Parties Company and the Holders in conducting the defense of such action, suit or proceeding by reason of recognized claims for indemnity under this Section 13 11, then counsel for such party shall not apply be entitled to amounts paid in settlement conduct the defense to the extent reasonably determined by such counsel to be necessary to protect the interest of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyparty. The failure to deliver written notice to the Indemnitor within a reasonable time after notify an indemnifying party promptly of the commencement of any such Claimaction, if prejudicial to its the ability of the indemnifying party to defend such action, shall relieve such Indemnitor indemnifying party, to the extent so prejudiced, of any liability to the Indemnitee indemnified party under this Section 1311, but the omission so to deliver written notice to notify the Indemnitor shall indemnifying party will not relieve the Indemnitor such party of any liability that such party may have to any Indemnitee indemnified party otherwise other than under this Section 13. The Indemnitee under this Section 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 indemnification11.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) Promptly after receipt by an indemnified party under this Section 13 shall promptly notify 2.7 of notice of the other Party (the “Indemnitor”) in writing commencement of any claimaction (including any governmental action), complaintsuch indemnified party will, suit, proceeding or cause of action with if a claim in respect thereof is to which the Indemnitee intends to claim such indemnification (for purposes of be made against any indemnifying party under this Section 13.32.7, each deliver to the indemnifying party a “Claim”), written notice of the commencement thereof and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee indemnifying party shall have the right to participateparticipate in, at and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own expensecounsel, with counsel of its own choosing in the defense and/or settlement fees and expenses to be paid by the indemnifying party, if representation of such Claim. The indemnification obligations of indemnified party by the Parties under this Section 13 shall not apply counsel retained by the indemnifying party would be inappropriate due to amounts paid actual or potential differing interests between such indemnified party and any other party represented by such counsel in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonablyproceeding. The failure to deliver written notice to the Indemnitor indemnifying party within a reasonable time after of the commencement of any such Claimaction, if materially prejudicial to its ability to defend such action, shall relieve such Indemnitor indemnifying party of any liability to the Indemnitee indemnified party under this Section 132.7, but the omission so to deliver written notice to the Indemnitor shall indemnifying party will not relieve the Indemnitor it of any liability that it may have to any Indemnitee indemnified party otherwise than under this Section 13. The Indemnitee under this Section 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 indemnification2.7.

Indemnification Procedure. A Each Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding Action for which such Party believes it is entitled to be indemnified pursuant to Section 12.1 or cause of action with respect to which the Indemnitee intends to claim such Section 12.2. The Party seeking indemnification (for purposes of this Section 13.3, each a “Claim”), the "Indemnitee") shall cooperate with the other Party (the "Indemnitor") at the Indemnitor's sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided that and investigation of such Action and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee's prior written 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitor's failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 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.12.‌

Indemnification Procedure. A Party that intends to If either party receives notice of the commencement of any action or proceeding or the assertion of any claim indemnification by a third party or the imposition of any penalty or assessment for which indemnity may be sought under this Section 19 (the Indemnification), and such party (“Indemnitee”) under intends to seek indemnity pursuant to this Section 13 shall 19, the Indemnitee will promptly notify provide the other Party party (the “Indemnitor”) in writing with written notice of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to such claim such indemnification (for purposes of this Section 13.3, each a “Third Party Claim”), stating the nature, basis and the Indemnitor shall have sole control amount thereof, to the extent known, along with copies of the defense and/or settlement thereof; provided relevant documents evidencing such Third Party Claim and the basis for indemnification sought. Failure of the Indemnitee to give such notice will not relieve the Indemnitor from liability on account of this indemnification, except if and to the extent that the Indemnitor is actually prejudiced thereby. The Indemnitee shall have the right to participate, may retain separate co-counsel at its own expense, with counsel of its own choosing sole cost and expense and participate in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall Third-Party Claim and the Indemnitee will not apply file any papers or consent to amounts paid in settlement the entry of any judgment or enter into any settlement with respect to the Third-Party Claim if such settlement is effected without the prior written consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure Indemnitor will not admit to deliver written notice any wrongdoing on behalf of the indemnitee or consent to the Indemnitor within a reasonable time after the commencement entry of any such Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of judgment or enter into any liability to the Indemnitee under this Section 13, 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 Section 13. The Indemnitee under this Section 13, and its employees, at the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives settlement with respect to such Claims covered by this indemnificationthe Third-Party Claim, in each case, without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed).

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) that intends to claim indemnification under this Section 13 shall 8 will promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, action or proceeding or cause in respect 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 will have sole the right to control of the defense and/or settlement thereof; of such Claim, provided that the Indemnitee shall will have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected Indemnitor will not, without the prior written consent of the IndemnitorIndemnitee, which consent shall not be withheld enter into any settlement or delayed unreasonablyagree to any disposition of the applicable Claim that imposes any conditions or obligations on the Indemnitee. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such Claim, if prejudicial to its ability to defend such action, shall Claim will not relieve such Indemnitor of any liability to the Indemnitee under this Section 13, but the omission so to deliver written notice 8 except to the Indemnitor shall not relieve extent such failure is prejudicial to the Indemnitor of any liability Indemnitor’s ability to any Indemnitee otherwise than under this Section 13defend such Claim. The Indemnitee under this Section 13, and its employeesRepresentatives, at the Indemnitor’s request and expense, shall will provide full information and reasonable assistance to the Indemnitor and its legal representatives with respect to the applicable Claim subject to indemnification. It is understood that only a Party may claim indemnification under this Section 8 (on its own behalf or on behalf of its Affiliates or their respective Representatives), and such Claims covered by this indemnificationParty’s Affiliates and their respective Representatives may not directly claim indemnification hereunder.

Indemnification Procedure. A Party that intends Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to claim be indemnified pursuant to Section 11.01 or Section 11.02, as the case may be. The party seeking indemnification (the “Indemnitee”) under this Section 13 shall promptly notify cooperate with the other Party party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which at the Indemnitee intends to claim such indemnification (for purposes of this Section 13.3, each a “Claim”), Indemnitor’s sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided that and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action without the Indemnitee’s prior written 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee’s failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1312, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.

Indemnification Procedure. A Party that intends The Buyer shall, at the latest after 30 business day after have learned of the relevant facts, provide the Sellers with notice of all third party actions, suits, proceedings, claims, demands or assessments subject to claim the indemnification (the “Indemnitee”) under this Section 13 shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes provisions of this Section 13.3, each a Article 8 (collectively “ClaimThird Party Claims”), brought at any time following the Closing Date of this Agreement, and the Indemnitor shall have sole control of otherwise make available all relevant information material to the defense and/or settlement thereof; provided that the Indemnitee of any Third Party Claims. The Sellers shall have the right to participateelect to participate in the defence of any such Third Party Claim at their sole expense, and no claim shall be settled or compromised without the consent of the Sellers unless the Sellers shall have failed, after the lapse of a reasonable time, but in no event more than 30 (thirty) days, after receiving notice of such a Third Party Claim, to participate in the defence of the same. If the Sellers wishes, it may control the defence of such litigation, at its own expense, with counsel insofar as such a claim relates to the liability of its own choosing in the defense and/or settlement of such ClaimSellers. The Buyer’s failure to give notice in time or to provide copies of documents or to furnish relevant data in connection with any Third Party Claim shall constitute a defense (in part or in whole) to any claim for indemnification obligations for the Sellers, even if such failure shall not result in any prejudice to the Sellers. Any indemnifiable claim that is not a Third Party Claim shall be asserted by written notice from the Buyer to the Sellers; any failure to give such notice will waive the rights of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim Buyer even if such settlement is effected without the consent rights of the Indemnitor, which consent shall Sellers are 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 Section 13, 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 Section 13. The Indemnitee under this Section 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 indemnificationactually prejudiced.

Indemnification Procedure. A Party that intends to claim indemnification party (the “Indemnitee”) intending to claim indemnification under this Section 13 Agreement shall promptly notify the other Party party (the “Indemnitor”) ), in writing writing, of any claimaction, complaint, suit, proceeding claim or cause other matter in respect of action with respect to which the Indemnitee intends or any of its directors, officers, employees or agents intend to claim such indemnification (for purposes of this Section 13.3indemnification; provided, each a “Claim”)however, and the Indemnitor shall have sole control of the defense and/or settlement thereof; provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld or delayed unreasonably. The failure to deliver written provide such notice to the Indemnitor within a reasonable period of 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability of its obligations hereunder except to the extent the Indemnitor is materially prejudiced by such failure. The Indemnitor shall be entitled to control the defense of and/or settle any Indemnitee otherwise than under this Section 13such action, claim or other matter. The Indemnitee under this Section 13agrees to the complete control of such defense or settlement by the Indemnitor, provided, however, any settlement of such claims shall require the Indemnitee’s prior written consent unless such settlement includes a full release of the Indemnitee, in which case no consent shall be required. The Indemnitee and its employeesdirectors, at officers, employees and agents shall co-operate fully with the Indemnitor’s request and expense, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims in the investigation and defense of any action, claim or other matter covered by this indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its own expense.

Indemnification Procedure. A In order to receive the benefits of the ------------------------- indemnity under Sections 16.1, or 16.2, as applicable, the INTEGRILIN PARTNERS Indemnitee or the GENENTECH Indemnitee (either, an "Indemnitee") must: (i) give the indemnifying Party that intends to claim indemnification or Parties (the “Indemnitee”"Indemnitor") written notice of any claim or potential claim promptly after the Indemnitee receives notice thereof; provided that failure of the -------- Indemnitee to provide such notice shall not constitute a waiver of, or result in the loss of, such party's right to indemnification under this Section 13 shall promptly notify Agreement, except in the other Party (event that the “Indemnitor”) in writing of any 's rights, and/or its ability to defend against or settle such claim or potential claim, complaint, suit, proceeding or cause of action with respect are materially prejudiced by such failure to which the Indemnitee intends to claim such indemnification notify; (for purposes of this Section 13.3, each a “Claim”), and ii) allow the Indemnitor shall have sole to assume the control of the defense and/or and settlement thereof; provided that the Indemnitee shall have the right (including all decisions relating to participatelitigation, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The indemnification obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 and appeal) of any such Claimclaim, if prejudicial to provided, that: (a) the Indemnitor has confirmed its ability to defend such action, shall relieve such Indemnitor of any liability indemnification obligation to the Indemnitee under this Section 13Article 16, but and (b) no such settlement may materially adversely affect the omission so to deliver written notice to rights or obligations of the Indemnitor shall not relieve the Indemnitor of any liability to any Indemnitee otherwise than under this Section 13. The Indemnitee under this Section 13Agreement without the Indemnitee's prior written consent; and (iii) reasonably cooperate with the Indemnitor in its defense of the claim (including, without limitation, making documents and its employeesrecords available for review and [*] = Certain confidential information contained in this document, at marked by brackets, has been omitted and filed separately with the Indemnitor’s request Securities and expenseExchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, shall provide full information and reasonable assistance to Indemnitor and its legal representatives with respect to such Claims covered by this indemnificationas amended.

Indemnification Procedure. A Party that intends to claim indemnification (the “Indemnitee”) under this Section 13 Each party shall promptly notify the other Party (the “Indemnitor”) party in writing of any claimAction for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, complaint, suit, proceeding or cause of action with respect to which as the Indemnitee intends to claim such case may be. The party seeking indemnification (for purposes of this Section 13.3, each a “Claim”), the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and the expense. The Indemnitor shall have sole promptly assume control of the defense and/or settlement thereof; provided and shall employ counsel of its choice to handle and defend the same, at the Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with 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, 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 right, but no obligation, to participatedefend against such Action, at its own expenseincluding settling such Action after giving notice to the Indemnitor, with counsel of its own choosing in each case in such manner and on such terms as the defense and/or settlement of such ClaimIndemnitee may deem appropriate. The indemnification Indemnitee's failure to perform any obligations of the Parties under this Section 13 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the 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 Section 13, but the omission so to deliver written notice to the Indemnitor shall 12.3 will not relieve the Indemnitor of any liability to any Indemnitee otherwise than its obligations under this Section 13. The Indemnitee under this Section 1312, and its employees, at except to the Indemnitor’s request and expense, shall provide full information and reasonable assistance to extent that the Indemnitor and its legal representatives with respect to can demonstrate that it has been materially prejudiced as a result of such Claims covered by this indemnificationfailure.