Common use of Procedure Clause in Contracts

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that UABRF promptly shall notify Fluidigm of any claim, demand, action or other proceeding for which UABRF intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Fluidigm shall have the right to participate in, and, and to the extent the Indemnitor Fluidigm so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Fluidigm; provided, including however, that UABRF shall have the right to settle retain its own counsel, with the fees and expenses to be paid by UABRF, if representation of UABRF by the counsel retained by Fluidigm would be inappropriate due to actual or potential differing interests between UABRF and any other party represented by such counsel in such proceedings. The indemnity obligations under this Section 9 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Fluidigm, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Fluidigm within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to UABRF under this Section 9 with respect thereto, but the Indemnitee solely omission so to deliver notice to Fluidigm shall not relieve it of any liability that it may have to UABRF other than under this Section 9. Fluidigm may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of UABRF without the Indemnitor is materially prejudiced by the delayprior express written consent of UABRF, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request UABRF, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Fluidigm and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim9.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. 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 action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party If any Arvinas Indemnitee or Pfizer Indemnitee (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 9, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Losses and Claims for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee (and, for clarity, not to be included in Losses and Claims), if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 9, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 9 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 9. At the Indemnitor’s request The Indemnitee under this Article 9, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 12, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 12 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 12. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or other proceeding covered by this Article 12. The Indemnitor shall not, without the Indemnitee’s consent, which consent shall not be withheld or delayed unreasonably, consent to the entry of any judgment or accept any settlement with respect to such claim, demand, action or proceeding which imposes liability not covered by this indemnification and provide full information with respect thereto. Subject to or restrictions on the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) that Archemix promptly shall notify Regado of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Regado shall have the right to participate in, and, and to the extent the Indemnitor Archemix so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Regado; provided, including however, that Archemix shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Regado, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Regado within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 12 with respect thereto, but the Indemnitee solely omission so to deliver notice to Regado shall not relieve it of any liability that it may have to Archemix other than under this Section 12. Regado may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Archemix without the Indemnitor is materially prejudiced by the delayprior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Archemix, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Regado and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim12.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 13 (the “Indemnitee”) shall promptly notify the other party indemnifying Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory reasonably acceptable to the partiesother Party and with involvement of the Indemnitor’s insurance, including including, the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill full such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit impair Indemnitor’s duty to defend such action but shall relieve Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is prejudiced materially prejudiced by the delay. At the Indemnitor’s request and expensecost, the Indemnitee shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.313.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (Indemnitee, or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) , in connection with such claim.

Procedure. A party (the “Indemnitee”) that Regado promptly shall notify Archemix of any claim, demand, action or other proceeding for which Regado intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Archemix shall have the right to participate in, and, and to the extent the Indemnitor Regado so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Archemix; provided, including however, that Regado shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Regado. The indemnity obligations under this Section 12 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Archemix, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Archemix within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Regado under this Section 12 with respect thereto, but the Indemnitee solely omission so to deliver notice to Archemix shall not relieve it of any liability that it may have to Regado other than under this Section 12. Archemix may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Regado without the Indemnitor is materially prejudiced by the delayprior express written consent of Regado, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Regado, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Archemix and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim12.

Procedure. A party If any Arvinas Indemnitee or Licensee Indemnitee (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 12, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Losses and Claims for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee. Any Indemnitee shall have the right to retain its own counsel, including with the fees and expenses to be paid by the Indemnitee (and, for clarity, not to be included in Losses and Claims); provided, however, if the Indemnitee shall have reasonably concluded, based upon a written opinion from outside legal counsel, that there is a conflict of interest between the Indemnitor and the Indemnitee in the defense of such action, then the Indemnitor shall pay the fees and expenses of one law firm serving as counsel for the Indemnitee and Indemnitor in relation to such Third Party Claim. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 12, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 12 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 12, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise under this Article 12. At the Indemnitor’s request The Indemnitee under this Article 12, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification indemnification. It is understood that only Genentech, Roche (if a Licensee) and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment Arvinas may claim indemnity under this Agreement (on its own behalf or on behalf of its obligations under this Section 9.3Indemnitees), the Indemnitor shall pay any damages, costs or and other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitees may not directly claim indemnity hereunder.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly Each Indemnified Person will notify the other party (the “Indemnitor”) each Warrantor in writing of any loss, claim, damage, liability or action Action against such Indemnified Person in respect of which any Warrantor is or may be obligated to provide indemnification hereunder promptly after the Indemnitee intends receipt of notice or knowledge of the commencement thereof. The failure of any Indemnified Person to claim notify any Warrantor shall not relieve such indemnification, Warrantor from any liability or obligation which it may have to such Indemnified Person under this Section 9.3 or otherwise unless the failure to so notify results in the forfeiture by such Warrantor of substantial rights and defenses and will not in any event relieve such Warrantor from any obligations other than the Indemnitor shall indemnification provided for herein. Each Warrantor will have the right to participate in, and, to the extent the Indemnitor indemnifying Party so desires, to assume sole Control of the defense thereof thereof, with counsel mutually reasonably satisfactory to the partiesIndemnified Person. However, including the Indemnified Person will have the right to settle retain separate counsel and to participate in the action on behalf defense thereof, with the reasonable documented fees and expenses of such counsel to be paid by the Warrantors if representation of such Indemnified Person by the counsel retained by the Warrantors would be, in the Indemnified Person’s view, inappropriate due to actual or potential differing interests between such Indemnified Person and any other party represented by such counsel in such proceeding. The Warrantors will be responsible for the expenses of such defense even if the indemnifying Party does not elect to assume such defense. None of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretionWarrantors may, except that with the Indemnitor shall notconsent of the Indemnified Person, without consent to the Indemnitee’s prior written consent, settle entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of the Indemnified Person of all liability in respect of such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimlitigation.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 13 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 13 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 13.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, Sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. At the Indemnitor’s request The Indemnitee under this Article, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a claim by a third party is made and a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 7, the Indemnitee shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification. If the Indemnitor accepts liability for indemnifying Indemnitee hereunder, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof; provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 7 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 7 but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 7. If the delay. At Indemnitor fails to provide defense of the claim, and diligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure, such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor’s request prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 7, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to in the Indemnitee’s fulfillment investigation of its obligations under any Indemnifiable Losses covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (a) Each Buyer Indemnified Person and County Indemnified Person shall be referred to collectively herein as an “Indemnified Person.” Any Indemnified Person seeking indemnification with respect to any actual or alleged Liability shall give notice to the Person from whom indemnification is sought (each, an “IndemniteeIndemnifying Person”) on or before the date specified in Section 10.4, but within thirty (30) day of receipt of notice of a Liability for which an Indemnifying Person is obligated to indemnify an Indemnified Person. The Indemnified Person shall take action necessary to avoid entry of a default judgment if such action is needed before the Indemnified Person provides the Indemnifying Person notice; provided, however, that intends to claim indemnification no such action shall in any way prejudice or harm the Indemnifying Persons. In the event that the Indemnified Person does not timely notify the Indemnifying Person under this Section 9 shall promptly notify the other party (the “Indemnitor”) 10.3 of any loss, claim, damage, liability or action in respect of Liability for which the Indemnitee intends Indemnifying Person is obligated to claim indemnify the Indemnified Person and such indemnificationfailure in any way prejudices or ▇▇▇▇▇ the Indemnifying Person (including, without limitation, any defense, right or remedy of the Indemnifying Person), then the Indemnifying Person shall be under no obligation to indemnify the Indemnified Person to the extent of any such prejudice or harm to the Indemnifying Person. (b) With respect to an Indemnifying Person’s indemnity obligations set forth in Section 10.1 or 10.2, as the case may be, the Indemnifying Person shall provide the defense of any Liability brought against the Indemnified Person by selecting counsel of the Indemnifying Person’s choice to defend the Liability, subject to the consent of the Indemnified Person, which shall not be unreasonably withheld, conditioned or delayed. Nothing in this Agreement shall be deemed to prevent the Indemnified Person from cooperating with the Indemnifying Person and participating in the Indemnitor defense of any Liability by its own counsel at its own cost and expense, provided however, that after consultation with the Indemnified Person, the Indemnifying Person shall have the right to participate defend, settle or compromise any claim, suit, cause of action, or proceeding arising hereunder, so long as the settlement includes a full release of the Indemnified Person, and the Indemnifying Person shall have the authority to decide the appropriateness and the amount of any such settlement. If the Indemnified Person does not consent to the terms of any such settlement or compromise, then the Indemnifying Person shall not settle the Liability but its obligation to indemnify the Indemnified Person shall in no event exceed the amount of such settlement. Notwithstanding the foregoing, the Indemnifying Person shall be entitled to settle or compromise any Liability for which the Indemnifying Person is obligated to indemnify the Indemnified Person without the consent of the Indemnified Person, if such settlement or compromise requires only the payment of money damages and/or a full release of the Liability against the Indemnified Person. If the Indemnifying Person fails, after notice pursuant to Section 10.3(b), to undertake the Indemnified Person’s defense of any Liabilities encompassed within this Article X, then the Indemnifying Person’s indemnification shall include, but is not limited to, the Indemnified Person's reasonable attorneys' fees, including fees for outside counsel hired to defend the Indemnified Person, incurred in defending against any such claim, suit, cause of action, or proceeding, any interest charges arising from any claim, suit, cause of action, or proceeding arising under this Agreement or Applicable Laws, the Indemnified Person’s out-of-pocket expenses, and the reasonable value of any services rendered by the County Attorney, or the County staff or its employees, if the County is the Indemnified Person, or, if the Buyer is the Indemnified Person, the reasonable value of any in-house attorney, andstaff or employees of the Buyer. (c) Neither the provisions of this Article X nor any damages recovered by the Indemnified Person shall be construed to limit the liability of the Indemnifying Person or its contractors or subcontractors for damages under the Agreement or Applicable Laws or to excuse the faithful performance of obligations required by the Agreement, except to the extent that any monetary damages suffered by the Indemnitor so desires, to assume sole Control Indemnified Person have been satisfied by a financial recovery under this section or other provisions of the defense thereof Agreement or Applicable Laws. The Indemnified Person shall not be entitled to recover any amount under this Agreement with counsel mutually satisfactory respect to any Liability for which the Indemnifying Person is obligated to indemnify the Indemnified Person, if and to the partiesextent that the Indemnified Person shall have actually recovered any amount with respect to such Liability. The Indemnified Person shall use its reasonable efforts to claim and recover any damages suffered by it under any insurance policy or third party indemnity it may have, including which amounts shall be deducted from any amount for which the right Indemnifying Person is obligated to settle indemnify the Indemnified Person under this Agreement. (d) Nothing in this Agreement shall be construed to waive the County’s governmental immunity. (e) In the event of any action or proceeding brought against an Indemnified Person for which the Indemnified Person is entitled to indemnification under this Agreement, the Indemnifying Party shall not admit any liability in any such matter on behalf of the Indemnitee on Indemnified Party, and the Indemnified Party shall not admit any terms liability for any such Liability for which the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, Indemnified Party is indemnified under this Agreement without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only Indemnifying Party. (f) Anything to the extent the Indemnitor assumes directlycontrary in this Agreement notwithstanding, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice neither party shall be liable to the Indemnitor within other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a reasonable time after standard policy of full replacement costs insurance for fire, theft and all risk coverage, or losses under workers’ compensation laws and benefits, event though such loss or damage might have been occasioned by the commencement negligence of any such action party, its agents or employees (this clause shall not affect apply, however, to any damage caused by intentionally wrongful actions or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimomissions).

Procedure. A party (a) Each Buyer Indemnified Person and County Indemnified Person shall be referred to collectively herein as an “Indemnified Person.” Any Indemnified Person seeking indemnification with respect to any actual or alleged Liability shall give notice to the Person from whom indemnification is sought (each, an “IndemniteeIndemnifying Person”) on or before the date specified in Section 10.4, but within thirty (30) day of receipt of notice of a Liability for which an Indemnifying Person is obligated to indemnify an Indemnified Person. The Indemnified Person shall take action necessary to avoid entry of a default judgment if such action is needed before the Indemnified Person provides the Indemnifying Person notice; provided, however, that intends to claim indemnification no such action shall in any way prejudice or harm the Indemnifying Persons. In the event that the Indemnified Person does not timely notify the Indemnifying Person under this Section 9 shall promptly notify the other party (the “Indemnitor”) 10.3 of any loss, claim, damage, liability or action in respect of Liability for which the Indemnitee intends Indemnifying Person is obligated to claim indemnify the Indemnified Person and such indemnificationfailure in any way prejudices or h▇▇▇▇ the Indemnifying Person (including, without limitation, any defense, right or remedy of the Indemnifying Person), then the Indemnifying Person shall be under no obligation to indemnify the Indemnified Person to the extent of any such prejudice or harm to the Indemnifying Person. (b) With respect to an Indemnifying Person’s indemnity obligations set forth in Section 10.1 or 10.2, as the case may be, the Indemnifying Person shall provide the defense of any Liability brought against the Indemnified Person by selecting counsel of the Indemnifying Person’s choice to defend the Liability, subject to the consent of the Indemnified Person, which shall not be unreasonably withheld, conditioned or delayed. Nothing in this Agreement shall be deemed to prevent the Indemnified Person from cooperating with the Indemnifying Person and participating in the Indemnitor defense of any Liability by its own counsel at its own cost and expense, provided however, that after consultation with the Indemnified Person, the Indemnifying Person shall have the right to participate defend, settle or compromise any claim, suit, cause of action, or proceeding arising hereunder, so long as the settlement includes a full release of the Indemnified Person, and the Indemnifying Person shall have the authority to decide the appropriateness and the amount of any such settlement. If the Indemnified Person does not consent to the terms of any such settlement or compromise, then the Indemnifying Person shall not settle the Liability but its obligation to indemnify the Indemnified Person shall in no event exceed the amount of such settlement. Notwithstanding the foregoing, the Indemnifying Person shall be entitled to settle or compromise any Liability for which the Indemnifying Person is obligated to indemnify the Indemnified Person without the consent of the Indemnified Person, if such settlement or compromise requires only the payment of money damages and/or a full release of the Liability against the Indemnified Person. If the Indemnifying Person fails, after notice pursuant to Section 10.3(b), to undertake the Indemnified Person’s defense of any Liabilities encompassed within this Article X, then the Indemnifying Person’s indemnification shall include, but is not limited to, the Indemnified Person's reasonable attorneys' fees, including fees for outside counsel hired to defend the Indemnified Person, incurred in defending against any such claim, suit, cause of action, or proceeding, any interest charges arising from any claim, suit, cause of action, or proceeding arising under this Agreement or Applicable Laws, the Indemnified Person’s out-of-pocket expenses, and the reasonable value of any services rendered by the County Attorney, or the County staff or its employees, if the County is the Indemnified Person, or, if the Buyer is the Indemnified Person, the reasonable value of any in-house attorney, andstaff or employees of the Buyer. (c) Neither the provisions of this Article X nor any damages recovered by the Indemnified Person shall be construed to limit the liability of the Indemnifying Person or its contractors or subcontractors for damages under the Agreement or Applicable Laws or to excuse the faithful performance of obligations required by the Agreement, except to the extent that any monetary damages suffered by the Indemnitor so desires, to assume sole Control Indemnified Person have been satisfied by a financial recovery under this section or other provisions of the defense thereof Agreement or Applicable Laws. The Indemnified Person shall not be entitled to recover any amount under this Agreement with counsel mutually satisfactory respect to any Liability for which the Indemnifying Person is obligated to indemnify the Indemnified Person, if and to the partiesextent that the Indemnified Person shall have actually recovered any amount with respect to such Liability. The Indemnified Person shall use its reasonable efforts to claim and recover any damages suffered by it under any insurance policy or third party indemnity it may have, including which amounts shall be deducted from any amount for which the right Indemnifying Person is obligated to settle indemnify the Indemnified Person under this Agreement. (d) Nothing in this Agreement shall be construed to waive the County’s governmental immunity. (e) In the event of any action or proceeding brought against an Indemnified Person for which the Indemnified Person is entitled to indemnification under this Agreement, the Indemnifying Party shall not admit any liability in any such matter on behalf of the Indemnitee on Indemnified Party, and the Indemnified Party shall not admit any terms liability for any such Liability for which the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, Indemnified Party is indemnified under this Agreement without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only Indemnifying Party. (f) Anything to the extent the Indemnitor assumes directlycontrary in this Agreement notwithstanding, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice neither party shall be liable to the Indemnitor within other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, when such loss is caused by any of the perils which are or could be insured against under a reasonable time after standard policy of full replacement costs insurance for fire, theft and all risk coverage, or losses under workers’ compensation laws and benefits, event though such loss or damage might have been occasioned by the commencement negligence of any such action party, its agents or employees (this clause shall not affect apply, however, to any damage caused by intentionally wrongful actions or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimomissions).

Procedure. A Should a party or any of its officers, agents, parent companies, affiliates, or employees (the “"Indemnitee”") that intends intend to claim indemnification under this Section 9 Article, such Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any alleged loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, be entitled to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms selected by the Indemnitor deems desirable in and approved by the exercise Indemnitee, such approval not to be unreasonably withheld; provided, however, that if representation of its sole discretion, except that Indemnitee by such counsel first selected by the Indemnitor would be inappropriate due to a conflict of interest between such Indemnitee and any other party represented by such counsel, then Indemnitor shall notselect other counsel for the defense of Indemnitee, without with the Indemnitee’s prior written consentfees and expenses to be paid by the Indemnitor, settle such other counsel to be approved by Indemnitee and such approval not to be unreasonably withheld. The indemnity agreement in this Article shall not apply to amounts paid in settlement of any such claim loss, claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. At the Indemnitor’s request The Indemnities under this Article, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify without undue delay Notify the other party Party (the “Indemnitor”) in writing of any loss, claimClaim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates (in the case of BN, its Registered Affiliates), Sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Section shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notClaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability, or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice Notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section but the omission so to deliver written Notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section. At the Indemnitor’s request The Indemnitee under this Section, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim Claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If any Company Indemnitee or Customer Indemnitee (collectively, the “Indemnitee”) that intends to claim indemnification under this Section 9 8, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of Loss and Claim for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitor if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential conflicting interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Section 8, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld, conditioned or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity obligation under this Section 8 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 8, but the omission to so deliver notice to the Indemnitor will not relieve Indemnitor of any liability that it may have to any Indemnitee otherwise than under this Section 8 other than to the extent such omission impinges on the Indemnitor is materially prejudiced by the delayability to mitigate or avoid such liability. At the Indemnitor’s request The Indemnitee under this Section 8 and expense, the Indemnitee its employees and legal representatives shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject For clarity, nothing contained in this Section 8 shall be deemed to apply to the Indemnitee’s fulfillment of its obligations under this Section 9.3Firmware or Support, which are exclusively addressed in the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimSLA.

Procedure. A party Promptly after acquiring knowledge of any Loss, or any action, suit, investigation, proceeding, demand, assessment, audit, judgment, or claim (“Claim”) which may result in a Loss, and prior to the Expiration Date, the Person seeking indemnity under this Article IX (the “Indemnitee”) that intends shall give written notice thereof to claim the party from whom indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”). The Indemnitor shall have the right, at its expense, to defend, contest or compromise such Claim, through counsel of its choice (unless such Indemnitor is relieved of its liability hereunder with respect to such Claim and Loss and Litigation Expense by the Indemnitee) and shall not then be liable for fees or expenses of any lossthe Indemnitee’s attorneys (unless the Indemnitor and Indemnitee are parties to the action and there exists a conflict of interest between the Indemnitor and the Indemnitee, claim, damage, liability or action in respect which event the Indemnitor will be responsible for the reasonable fees and expenses of which the Indemnitee intends to claim such indemnificationone firm), and the Indemnitee and the Indemnitor shall provide to each other all necessary and reasonable cooperation in the defense of all Claims. In the event that the Indemnitor shall undertake to compromise or defend any Claim, it shall promptly notify the Indemnitee of its intention to do so. If the Indemnitor, after written notice from Indemnitee, (a) fails within thirty (30) days after receipt of such notice to notify the Indemnitee (i) of its intent to defend against such Loss or Claim and (ii) that it irrevocably acknowledge its obligation to indemnify the Indemnitee pursuant to this Agreement for such Loss or Claim, or (b) after providing such notice fails to defend, contest, or otherwise protect against such Loss or Claim, or (c) after commencing to defend, contest or otherwise protect against such Loss or Claim fails to diligently continue to defend, contest or otherwise protect against the same, then in any such case the Indemnitee shall have the right to participate indefend the same by counsel of its own choosing, and, to but at the extent cost and expense of the Indemnitor. If the Indemnitor so desiresprovides the Indemnitee with the notice contemplated by this Section 9.4(a)(i) and (ii), then the Indemnitor may settle or compromise the entry of any judgment (x) which includes the unconditional release by the Person asserting the Claim and any related claimants of Indemnitee from all liability with respect to assume sole Control of the defense thereof with counsel mutually such Claim in form and substance reasonably satisfactory to the partiesIndemnitee, including and (y) which would not adversely affect the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation Affiliates to own, hold use and defense of any action, claim or liability covered by this indemnification operate their respective assets and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimbusinesses.

Procedure. A party (In the “Indemnitee”) event that an Indemnitee intends to claim indemnification under this Section 9 8, such Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnificationIndemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, [*****************************************************], if representation of such Indemnitee by the action on behalf of the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 8 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without, the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Section 8, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 8. At the Indemnitor’s request The Indemnitee under this Section 8, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 12 (the “Indemnitee”) shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to the parties, including including, the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill full such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit impair Indemnitor’s duty to defend such action but shall relieve Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is prejudiced materially prejudiced by the delay. At the Indemnitor’s request and expensecost, the Indemnitee shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.312, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (Indemnitee, or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) , in connection with such claim.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Agreement shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the absolute right to settle retain its own counsel, with the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without fees and expenses to be paid by the Indemnitee’s prior written consent. The indemnity obligations under this Agreement shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to Indemnitor’s duty ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Agreement, but the omission to deliver such notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this an indemnification and provide full information with respect theretofrom the Indemnitor. Subject to No Indemnitor shall, without the prior written consent of the Indemnitee’s fulfillment , effect any settlement of its obligations under this Section 9.3any pending or threatened action, suit or proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the Indemnitor shall pay any damagessubject matter of such action, costs suit or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have control of the defense and/or settlement thereof, subject to the limitations set forth herein; provided that the Indemnitee shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of in the defense thereof with through its own counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without at the Indemnitee’s prior written consent's expense. The indemnity agreement in this Article 15 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 15 but the omission so to deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by the delayof any liability that it may have to any Indemnitee otherwise than under this Article 15. At the Indemnitor’s request and expense, The Indemnitor shall not settle or compromise any indemnified claim in a manner which would adversely impact the Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld. The Indemnitee under this Article 15, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives at the Indemnitor's expense in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 10.3, it shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Section 10.3 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Section 10.3. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect theretoSection 10.3. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable Portions herein identified by the Indemnitee [*****] have been omitted pursuant to a settlement agreement entered into by request for confidential treatment under Rule 24b-2 of the Indemnitor) in connection Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with such claimthe Securities and Exchange Commission.

Procedure. A If a party (the an “Indemnitee”) that intends to claim indemnification under this Section 9 Article 13, it shall promptly notify the other indemnifying party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 13 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 13. At the Indemnitor’s request The party claiming indemnification under this Article 13, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a party or any of its Affiliates or their respective employees or agents (collectively, the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee, including provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 10, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. At the Indemnitor’s request The Indemnitee under this Article 10, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party (the “"Indemnitor”") of any claim, loss, claim, damage, liability or action expenses in respect of which the Indemnitee intends to claim such indemnificationindemnification reasonably promptly after the Indemnitee is aware thereof, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof of any related third party action, suit or proceeding with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 11 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notloss, without the Indemnitee’s prior written consent, settle any such claim damage or expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure of an Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement becoming aware of any such action shall not affect or limit matter, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Article 11. The Indemnitor shall not have any liability to the extent the Indemnitor is materially prejudiced by the delayany Indemnitee otherwise than under this Article 11. At the Indemnitor’s request The Indemnitee under this Article 11 and expense, the Indemnitee its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability matter covered by this indemnification and provide full information with respect theretoindemnification. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the The Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to in establishing a settlement agreement entered into by the Indemnitor) in connection with such claimsuccessful claim for indemnity hereunder.

Procedure. A party Party or any of its affiliates or their --------- employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Agreement shall promptly notify in writing the other party Party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor may assume the defense thereof with counsel selected by Indemnitor and reasonably satisfactory to the Indemnitee, provided, however, that an Indemnitee -------- ------- shall have the right to participate inretain its own counsel with fees and expenses to be paid by the Indemnitor, and, to if representation of such Indemnitee by the extent counsel retained by the Indemnitor so desireswould be inappropriate due to actual or potential differing interest between such Indemnitee and any other Party represented by such counsel in such proceeding. The indemnity agreement provided for in this Section 9 shall not apply to amounts paid in settlement of any loss, to assume sole Control claim, damage, liability or action if such settlement of the defense thereof with counsel mutually satisfactory to the partiesany loss, including the right to settle the claim, damage, liability or action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall notif such settlement is effected, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if materially prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Section 9, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 9. The Indemnitee under this Section 9, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A If a party (the “an "Indemnitee”") that intends to claim indemnification under this Section 9 Article 10, it shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or its directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 10. At the Indemnitor’s request The party claiming indemnification under this Article 10, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If a Party intends to claim indemnification under Section 6.1(a) or Section 6.1(b), such Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossclaim for indemnification, claimand, damageexcept as otherwise expressly provided in this Agreement, liability or action in respect the Indemnitor shall have control of which the defense and/or settlement thereof using counsel reasonably acceptable to the Indemnitee. However, if the Indemnitee intends believes (based on the advice of outside counsel) that due to claim such indemnificationpotential conflicts of interest between the Indemnitee and the Indemnitor, representation of the Indemnitee by the Indemnitor’s counsel would be inappropriate (e.g., due to issues relating to the Field or scope of the rights licensed to the Indemnitor in this Agreement, and rights licensed to another entity), the Indemnitee may select separate counsel and the Indemnitor shall have be responsible for the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control costs of such representation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitee. Under all other circumstances, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable may, in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle participate in any such proceeding with separate counsel of its choice, at its own expense. The foregoing indemnity obligation shall not apply to amounts paid by the Indemnitee in settlement of any claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected by the part Indemnitee without the consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action which consent shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delaybe withheld unreasonably. At the Indemnitor’s request and expense, the Indemnitee and its employees and agents shall cooperate fully with provide reasonable cooperation to the Indemnitor and its legal representatives in the investigation of and preparation for the defense of against any action, claim or liability covered by this indemnification indemnification. The Indemnitor shall not enter into any settlement or consent to an adverse judgment in any such claim, demand, action or other proceeding that admits any wrongdoing on the part of the Indemnitee or its officers, directors, employees and provide full information with respect thereto. Subject to agents, or that imposes additional obligations (financial or otherwise) on the Indemnitee’s fulfillment , without the prior express written consent of its obligations under this Section 9.3the Indemnitee, the Indemnitor which consent shall pay any damages, costs not be unreasonably withheld or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimdelayed.

Procedure. A party Party or person (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 18 shall promptly notify the other party Party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, Sublicensees or their directors, officers, employees, agents or counsel intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory chosen by Indemnitor, with consent of Indemnitee, which consent shall not be unreasonably withheld. The Indemnitee shall not enter into negotiations or enter into any agreement with respect to the parties, including settlement of any Claim without the right to settle the action on behalf prior written approval of the Indemnitee on Indemnitor, and the indemnity agreement in this Article 18 shall not apply to amounts paid in settlement of any terms the Indemnitor deems desirable in the exercise of its sole discretionloss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is made without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 18. At the Indemnitor’s request and expense's request, the Indemnitee under this Article 18, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf reasonable fees and expenses to be paid by the Indemnitee, if the Indemnitee reasonably determines that representation of the Indemnitee on any terms by counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 10 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. The Indemnitor may not settle, or otherwise consent to an adverse judgment in, any such action or other proceeding that diminishes the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Any person or entity intending to claim indemnification hereunder (the an “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party hereunder from whom indemnification is sought (the “Indemnitor”) in writing within a reasonable time of any loss, claim, damage, liability or action in respect of third-party Claim for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and indemnification is able to fulfill such obligationsought hereunder. The failure to deliver written give timely notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve release the Indemnitor of from any liability to the Indemnitee solely to the extent the Indemnitor is materially not prejudiced thereby. The Indemnitor shall have the right, by notice to the delay. At Indemnitee within fifteen (15) business days after the Indemnitor’s request receipt of notice thereof, to assume the defense of any such third-party Claim with counsel of the Indemnitor’s choice and at Indemnitor’s sole expense. If the Indemnitor so assumes such defense, the Indemnitee may participate therein through counsel of its choice, but at its sole expense. The party not assuming the defense of the third-party Claim shall cooperate fully render all reasonable assistance to the party assuming the defense, and all reasonable out-of-pocket costs of such assistance shall be for the account of the Indemnitor. No such third-party Claim shall be settled other than by the party defending it, and then only with the Indemnitor and its legal representatives in consent of the investigation and defense of other party (which shall not be unreasonably withheld or delayed). The Indemnitee shall, however, have no obligation to consent to any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against settlement which imposes on the Indemnitee (any liability or payable by the Indemnitee pursuant to a settlement agreement entered into obligation which cannot be assumed and performed in full by the Indemnitor) in connection with such claim, and the Indemnitee shall have no right to withhold its consent to any settlement which involves only the payment of money by the Indemnitor or its insurer.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 12 or paragraph 11.4(f) (the "Indemnitee") shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability Liability or action in respect of which the Indemnitee intends or any of its Affiliates or sublicensees intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof hereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses of such counsel to be paid by the Indemnitee, if representation of such Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 12 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 12, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 12. At the Indemnitor’s request The Indemnitee under this Section 12, its employees and expense, the Indemnitee agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability Liabilities covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party seeking indemnification hereunder (the an “Indemnitee”) that intends shall give prompt written notice to claim the Party from whom such indemnification under this Section 9 shall promptly notify the other party is sought (the “Indemnitor”) of such alleged Liability or the commencement of any lossaction, claimsuit or proceeding, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, indemnity is or may be sought hereunder and will give the Indemnitor such information with respect thereto as the Indemnitor may reasonably request, being understood that no failure to give such information shall relieve the Indemnitor of any Liability hereunder (except to the extent the Indemnitor has suffered actual prejudice thereby). Except as otherwise provided in Article 8.5 or 8.6, if applicable, the Indemnitor shall have the sole right to control the defense and management of any such action, suit or proceeding, including settlements. The Indemnitee shall fully cooperate with the Indemnitor and shall have the right to participate inin the defense thereof, andand to employ counsel, to the extent at its own expense, separate from counsel employed by the Indemnitor so desiresin any such action. The Indemnitee shall not make any payment, incur any expense or make any admissions with respect to assume sole Control any claim or suit without the prior written consent of the Indemnitor, which the Indemnitor shall not be required to give. The Indemnitor shall not be required to provide indemnification with respect to a Liability the defense thereof with counsel mutually satisfactory of which is actually prejudiced by the failure to give notice by the parties, including Indemnitee or the right to settle the action on behalf failure of the Indemnitee on any terms to cooperate with the Indemnitor deems desirable in or where the exercise of its sole discretion, except that the Indemnitor shall not, Indemnitee makes any admissions or settles or compromises a Liability without the Indemnitee’s prior written consentconsent of the Indemnitor. Each Party shall cooperate with the other Party in resolving any claim or Liability with respect to which one Party is obligated to indemnify the other under this Agreement, settle including without limitation, by making Commercially Reasonable Efforts to mitigate or resolve any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimLiability.

Procedure. A (a) Upon receipt by one party of notice of any claim by a third party which might give rise to indemnification hereunder, or upon such party's discovery of facts which might give rise to indemnification hereunder, the party claiming indemnification hereunder (the “"Indemnitee”") that intends shall give prompt written notice to claim indemnification under this Section 9 shall promptly notify the other party (the “"Indemnitor”"), which notice shall describe in reasonable detail the Damages anticipated to be suffered (if ascertainable) and the specific circumstances thereof, and specifying the provisions of this Agreement to which such claim for Damages relates (the "Damage Claim Notice"). The Indemnitee may amend the Damage Claim Notice, without prejudice to its rights hereunder, if it becomes aware of facts indicating that the Damages anticipated to be suffered have increased or decreased from those estimated in the previous Damage Claim Notice. A failure to provide or amend the Damage Claim Notice shall not relieve the Indemnitor from any loss, claim, damage, liability obligations or action in respect of which liabilities that the Indemnitor may have to the Indemnitee intends to claim such indemnificationhereunder, and the Indemnitor shall have the right to participate in, and, except to the extent that the Indemnitor so desireshas been adversely prejudiced as a result of such failure. The Indemnitor shall be entitled to participate in the defense of any such claim or action which is a third party claim or action at the Indemnitor's own cost and, upon the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), to assume sole Control the defense thereof, with counsel of Indemnitor's own choosing, the cost of which shall be paid for by the Indemnitor. Upon notice from Indemnitor to Indemnitee of Indemnitor's election to assume the defense, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee may not compromise or settle any claim for which it has asserted or may assert its right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitor may not compromise or settle any claim for which Indemnitor has elected to assume the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s 's prior written consent, settle any unless (i) Indemnitor has acknowledged its obligation to pay all Damages relating to such claim if and has provided to Indemnitee evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to pay such Damages, (ii) such settlement will not contain any terms that would interfere in the normal operations of the Indemnitee, and (iii) such settlement contains a stipulation to or admission or acknowledgment unconditional release of any liability or wrongdoing on all claims against the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitee. (b) Upon receipt by Indemnitor of liability a Damage Claim Notice which does not relate to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expensea third party claim, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in Indemnitee shall make all reasonable efforts to promptly resolve such claim on an amicable basis within the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee thirty (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor30) in connection with day period following such claimreceipt.

Procedure. A party (the “Indemnitee”) that Archemix promptly shall notify Aptamera of any claim, demand, action or other proceeding for which Archemix intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor . Aptamera shall have the right to participate in, and, and to the extent the Indemnitor Archemix so desiresdesires jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Aptamera; provided, including however, that Archemix shall have the right to settle retain its own counsel, with the fees and expenses to be paid by Archemix. The indemnity obligations under this Section 13 shall not apply to amounts paid in settlement of any claim, demand, action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim or other proceeding if such settlement contains a stipulation to is effected without the prior express written consent of Aptamera, which consent shall not be unreasonably withheld or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor Aptamera within a reasonable time after notice of any such claim or demand, or the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to Archemix under this Section 13 with respect thereto, but the Indemnitee solely omission so to deliver notice to Aptamera shall not relieve it of any liability that it may have to Archemix other than under this Section 13. Aptamera may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the extent rights or interests of Archemix without the Indemnitor is materially prejudiced by the delayprior express written consent of Archemix, which consent shall not be unreasonably withheld or delayed. At the Indemnitor’s request Archemix, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor Aptamera and its legal representatives Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim13.

Procedure. All claims for indemnification under this Article 11 shall be asserted and resolved as follows: (a) A party Person entitled to indemnification under Section 11.2 or 11.3 (the an “Indemnitee”) that intends ), promptly after it becomes aware of facts giving rise to claim a right of indemnification under this Section 9 Agreement, shall promptly notify give written notice thereof to the other party Person obligated to indemnify under such section (the an “Indemnitor”) ), stating the amount of the Damages, if known, and method of computation thereof, all with reasonable particularity, and stating with particularity the nature of the matter and basis of the claim for indemnity under this Agreement. For purposes of this Section 11.8(a), receipt by a party of written notice of any lossdemand, assertion, claim, damageaction or proceeding (judicial, liability administrative or action in respect of which the Indemnitee intends otherwise) by or from any Person other than a party to claim such indemnification, and the Indemnitor shall have the right this Agreement that gives rise to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action Damages on behalf of the Indemnitee on any terms party shall constitute the Indemnitor deems desirable awareness of facts giving rise to a right of indemnification by it under this Agreement and shall require prompt notice of the receipt of such matter as provided in the exercise first sentence of its sole discretion, except that this Section 11.8(a). Failure to provide the Indemnitor notice shall not, without not affect the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part right of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely indemnification except to the extent the Indemnitor is materially prejudiced by the delayIndemnitee’s failure to give such notice. (b) If an Indemnitee should have Damages against any Indemnitor hereunder that does not involve a Third Party Claim, the Indemnitee shall provide the Indemnitor a written notice with respect to the Damages. At If the Indemnitor’s request Indemnitor does not notify the Indemnitee within 30 calendar days from its receipt of the written notice of Damages that the Indemnitor disputes the Damages, the Damages specified by the Indemnitee in the claim notice shall be deemed a liability of the Indemnitor hereunder. If the Indemnitor has timely disputed the Damages as provided above, such dispute shall be resolved subject to the provisions of this Agreement. (c) If an Indemnitee shall have a Third Party Claim asserted against it, the Indemnitee shall provide the Indemnitor written notice of the Damages relating to the Third Party Claim (a “Third Party Claim Notice”). Within 15 Business Days following receipt by an Indemnitor of a Third Party Claim Notice (the “Election Period”), the Indemnitor shall advise the Indemnitee in writing (i) whether the Indemnitor disputes its potential liability to the Indemnitee under this Article 11 with respect to the Third Party Claim and (ii) whether the Indemnitor elects, at its sole cost and expense, to defend the Indemnitee against such Third Party Claim. (d) If the Indemnitor notifies the Indemnitee within the Election Period of its election to assume the defense of the Third Party Claim in accordance with Section 11.8(c) above, the Indemnitor shall have the obligation to defend, at its sole cost and expense, the Third Party Claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnitor to a final conclusion or settled at the discretion of the Indemnitor in accordance with this Section 11.8(d); provided, that the Indemnitor shall not settle or compromise any such Third Party Claim without the prior consent of the Indemnitee (which consent shall not be unreasonably withheld, conditioned or delayed) unless (i) the terms of such compromise or settlement require no more than the payment of money (i.e. such settlement or compromise shall not require the admission of wrongdoing by the Indemnitee, impose any obligations upon the Indemnitee or deprive the Indemnitee of any rights), (ii) the full amount of such monetary settlement or compromise will be paid by the Indemnitor, and (iii) the Indemnitee receives as part of such settlement or compromise a legal, binding and enforceable unconditional satisfaction and/or release from any and all further actions or liabilities relating to the subject matter of the Third Party Claim. The Indemnitor shall have full control of such defense and proceedings, including, subject to the preceding sentence, any compromise or settlement thereof. The Indemnitee is hereby authorized to file, during the Election Period, any motion, answer or other pleadings that the Indemnitee shall, in good faith, deem necessary or appropriate to protect its interest or those of the Indemnitor and not prejudicial to the Indemnitor (it being understood and agreed that if the Indemnitee takes any such action that is prejudicial and conclusively causes a final adjudication adverse to the Indemnitor, the Indemnitor shall be relieved of its obligations hereunder with respect to the Third Party Claim to the extent so adjudicated). If requested by the Indemnitor, the Indemnitee agrees, at the sole cost and expense of the Indemnitor, to cooperate fully with the Indemnitor and its legal representatives counsel in the investigation and defense contesting any Third Party Claims, including by making of any actionrelated counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person. The Indemnitee shall have the right to participate in, claim but not control, any defense or liability covered settlement of any Third Party Claim controlled by the Indemnitor pursuant to this indemnification Section 11.8(d), and provide full information shall bear its own costs and expenses with respect theretoto any such participation. (e) If an Indemnitor fails to notify an Indemnitee within the Election Period that the Indemnitor elects to defend the Indemnitee pursuant to Section 11.8(c) or if the Indemnitor fails to diligently defend or settle the Third Party Claim or to prosecute any appropriate counterclaim against the Person making the Third Party Claim or any cross-complaint against any Person, or if the Indemnitee reasonably objects to such election on the grounds that counsel for such Indemnitee cannot represent both the Indemnitor and the Indemnitee because such representation would be reasonably likely to result in a conflict of interest, then the Indemnitee shall have the right but not the obligation to defend, at the sole cost and expense of the Indemnitor (but only if the Indemnitee actually is entitled to indemnification hereunder), the Third Party Claim by such proceedings deemed reasonably appropriate by the Indemnitee and its counsel. Subject The Indemnitee shall have full control of such defense and proceedings, including any compromise or settlement of the Third Party Claim; provided, that the Indemnitee shall not enter into any compromise or settlement of such Third Party Claim without the Indemnitor’s consent, which shall not be unreasonably withheld or delayed. If requested by the Indemnitee, the Indemnitor shall, at the sole cost and expense of the Indemnitor, cooperate with the Indemnitee and its counsel in contesting any Third Party Claim that the Indemnitee is contesting, or, if appropriate and related to the Indemnitee’s fulfillment of Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim or any cross-complaint against any Person. Notwithstanding the foregoing in this Section 11.8(e), if the Indemnitor has delivered a written notice to the Indemnitee to the effect that the Indemnitor disputes its obligations potential liability to the Indemnitee under this Section 9.3Article 11 and if such dispute is resolved in favor of the Indemnitor, the Indemnitor shall pay any damagesnot be required to bear the costs and expenses of the Indemnitee’s defense pursuant to this Article 11 or of the Indemnitor’s participation therein at the Indemnitee’s request, costs or other amounts awarded against and the Indemnitee (shall reimburse the Indemnitor in full for all reasonable costs and expenses of the Indemnitor in connection with the Third Party Claim, excluding, however, any litigation with respect to its indemnity obligation hereunder. The Indemnitor shall have the right to participate in, but not control, any defense or payable settlement controlled by the Indemnitee pursuant to a settlement agreement entered into by this Section 11.8(e), and the Indemnitor) in connection Indemnitor shall bear its own costs and expenses with respect to any such claimparticipation.

Procedure. A party (the “Indemnitee”) that intends An Indemnitee shall give prompt written notification to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) CTI of any lossClaim for which indemnification pursuant to this Article IX may be sought; provided, claimhowever, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing no delay on the part of the Indemnitee in notifying CTI shall relieve CTI of any liability or imposes any obligation on the Indemnitee other than a monetary obligation, and only hereunder except to the extent of any damage or liability caused by or arising out of such failure. An Indemnitee shall reasonably cooperate with CTI, at CTI’s expense, in the Indemnitor assumes directlydefense of such Claim. Within thirty (30) days after delivery of such notification, and in fullCTI may, such obligation and is able to fulfill such obligation. The failure to deliver upon written notice thereof to the Indemnitor within a reasonable time after Indemnitee, assume control of the commencement defense of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability Claim provided CTI acknowledges in writing to the Indemnitee solely that any damages, fines, costs or other liabilities that may be assessed against the Indemnitee in connection with such Claim shall be entitled to the extent the Indemnitor is materially prejudiced by the delayindemnification pursuant to this Article IX. At the Indemnitor’s request and expenseIf CTI does not so assume control of such defense, the Indemnitee shall cooperate fully with control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the Indemnitor other Party advised of the status of such Claim and its legal representatives in the investigation and [*] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. defense thereof. The Indemnitee shall not agree to any settlement of such Claim without the prior written consent of CTI, which shall not be unreasonably withheld. Similarly, CTI shall not agree to any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to settlement of such Claim without the prior written consent of the Indemnitee’s fulfillment of its obligations under , which shall not be unreasonably withheld. Indemnitees will be entitled to enforce this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant Article IX as if a Party to a settlement agreement entered into by the Indemnitor) in connection with such claimthis Agreement.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 ARTICLE 5 (the “Indemnitee”) shall promptly notify the other party responsible for providing the indemnity pursuant to Section 5.1 or 5.2, as applicable (the “Indemnitor”) ), of any loss, claim, damage, liability or action in respect of Claim for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires to assume, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity obligations under this ARTICLE 5 shall not apply to amounts paid in settlement of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. 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 action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but Claim, shall relieve such Indemnitor of any liability to the Indemnitee solely under this ARTICLE 5 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this ARTICLE 5. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such Claim that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability Claim covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 5.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 ARTICLE 13, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 13 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 13. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification Article 13. { * } = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee Exchange Commission pursuant to a settlement agreement entered into by Rule 24b-2 of the Indemnitor) in connection with such claimSecurities Exchange Act of 1934, as amended.

Procedure. A If a party (the “an "Indemnitee”") that intends to claim indemnification under this Section 9 Article 6, it shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 6 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 6, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 6. At the Indemnitor’s request The party claiming indemnification under this Article 6, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 8 (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld, conditioned or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. 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 action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 8 solely to the extent of such prejudice, but the omission so to deliver notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that imposes any obligation or burden on the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnitee, its employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 16 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability Liability or action in respect of which the Indemnitee intends or any of its Affiliates intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 16 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 16, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 16. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party If any Person (the each, an “Indemnitee”) that intends to claim indemnification under this Section 9 11.1, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) in writing promptly upon becoming aware of any lossdemand, claim, damageaction or proceeding that may result in Losses (each, liability or action in respect a “Claim”) (it being understood and agreed, however, that the failure by an Indemnitee to give such notice shall not relieve the Indemnitor of which its indemnification obligation under this Agreement except and only to the extent that the Indemnitor is actually prejudiced as a result of such failure to give notice). The Indemnitor shall be entitled, by delivery of written notice to the Indemnitee intends within twenty (20) Business Days of the receipt of notice of a Claim, to claim assume and control the defense of such indemnificationClaim at its own expense with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee; provided that the Indemnitor shall only be entitled to undertake, conduct and control such settlement or defense if it acknowledges, in writing, to the Indemnitee, its obligation to indemnify the Indemnitee pursuant to the terms and subject to the limitations of this Article 11. An Indemnitee may participate in the defense of such Claim through counsel of its choice, but the cost of such counsel shall be borne solely by the Indemnitee. If the Indemnitor does not assume the defense and control of any Claim pursuant to this Section 11.1(c), the Indemnitee shall be entitled to assume and control such defense through counsel of its own choice, and the reasonable fees and expenses incurred in connection with such defense shall be considered Losses hereunder with respect to the subject matter of such claim, indemnifiable to the extent provided in this Article 11. Notwithstanding any other provision of this Section 11.1(c) to the contrary, no Indemnitee shall be required to waive a conflict of interest under any applicable rules of professional ethics or responsibility if such waiver would be required for a single law firm to defend both the Indemnitor and one or more Indemnitees. In such case, the Indemnitor shall provide a defense of the affected Indemnitees through a separate law firm reasonably acceptable to the affected Indemnitees at the Indemnitor’s expense. The Indemnitee shall not settle or compromise any Claim without the prior written consent of the Indemnitor, and the Indemnitor shall not settle or compromise any Claim in any manner which would have an adverse effect on the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall notIndemnitee’s interests, without the Indemnitee’s prior written consent of the Indemnitee, which consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the in each case, shall not be unreasonably withheld. The Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent shall reasonably cooperate with the Indemnitor assumes directly, at the Indemnitor’s expense and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice shall make available to the Indemnitor within a reasonable time after all pertinent information under the commencement control of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment , which information shall be the Confidential Information of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIndemnitee.

Procedure. A party (the “Indemnitee”) Except with respect to Third Party infringement claims subject to Section 11.4 above, a Party that intends to claim indemnification under this Section 9 16 (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossThird Party Claim, claim, damage, liability or action in respect of which the Indemnitee intends to claim such 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 in, and, to in the extent defense or settlement of such Third Party Claim with counsel of its own choosing at its expense. The Indemnitor shall keep the Indemnitor so desires, to assume sole Control Indemnitee fully informed of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf progress of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Third Party Claim. The indemnity arrangement in this Section 16 shall not apply to amounts paid in settlement of any action with respect to a Third Party Claim, if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld, delayed or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationconditioned unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty with respect to a Third Party Claim, if prejudicial to its ability to defend such action but action, ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 16 to the extent it is so prejudiced, but the omission to so deliver written notice to the Indemnitor is materially prejudiced by shall not relieve the delayIndemnitor of any liability that it may have to any Indemnitee otherwise than under this Section 16. At the Indemnitor’s request and expense, the The Indemnitee under this Section 16 shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Third Party Claim covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 10 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 10 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 10.

Procedure. A party Promptly after receipt by an Indemnified Person of notice of the commencement of any action (the “Indemnitee”) that including any governmental investigation or inquiry), such Indemnified Person will, if such Indemnified Person intends to make a claim indemnification under in respect thereof against the party agreeing to indemnify such Indemnified Person pursuant to paragraphs (a) or (b) hereof (each such Person being hereinafter referred to as an "Indemnifying Person"), give written notice to such Indemnifying Person of the commencement thereof, but the omission so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any of its obligations pursuant to the provisions of this Section 9 6 except to the extent that the Indemnifying Person is actually prejudiced by such failure to give notice. In case any such action is brought against any Indemnified Person and it notifies an Indemnifying Person of the commencement thereof, the Indemnifying Person shall promptly notify be entitled to participate in, and to the extent that it may wish, jointly with any other party (Indemnifying Person similarly notified, to assume the “Indemnitor”) defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from the Indemnifying Person to such Indemnified Person, the Indemnifying Person shall not, except as hereinafter provided, be responsible for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. No Indemnifying Person will consent to entry of any loss, claim, damage, 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 Person of a release from all liability or action in respect of which the Indemnitee intends to such claim such indemnification, and the Indemnitor or litigation. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, and, but the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (a) the Indemnifying Person has agreed to pay such fees and expenses or (b) the extent the Indemnitor so desires, Indemnifying Person shall have failed to assume sole Control the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding or (c) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnifying Person and such Indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the defense thereof with counsel mutually satisfactory to Indemnifying Person, the parties, including Indemnifying Person shall not have the right to settle assume the defense of such action or proceeding on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnified Person). The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement Indemnifying Person shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not affect unreasonably be withheld, delayed or limit Indemnitor’s duty to defend conditioned, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseor proceeding, the Indemnitee shall cooperate fully with the Indemnitor Company agrees to indemnify and its legal representatives in the investigation hold harmless such Indemnified Persons from and defense of against any action, claim loss or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment reason of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs such settlement or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimjudgment.

Procedure. A If a claim by a third party is made and a party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification, indemnification and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof, provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 11 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 11, but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 11. If the delay. At Indemnitor fails to provide defense of the Indemnitor’s request claim, and expensediligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor's prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 11, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject in the investigation of any Indemnifiable Losses, in order to the Indemnitee’s fulfillment of its obligations under be covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party (the “Indemnitee”"INDEMNITEE") that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party Party (the “Indemnitor”"INDEMNITOR") of any loss, claim, damage, liability Liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; PROVIDED, including HOWEVER, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 11 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 11. At the Indemnitor’s request The Indemnitee, its Affiliates, employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party or person (the “Indemnitee”) that intends to --------- claim indemnification under this Section 9 Article 10 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or any of its Affiliates, Sublicensees or their directors, officers, employees, agents or counsel intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory chosen by Indemnitor, with consent of Indemnitee, which consent shall not be unreasonably withheld. The Indemnitee shall not enter into negotiations or enter into any agreement with respect to the parties, including settlement of any Claim without the right to settle the action on behalf prior written approval of the Indemnitee on Indemnitor, and the indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any terms the Indemnitor deems desirable in the exercise of its sole discretionloss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is made without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 10. At the Indemnitor’s request and expense's request, the Indemnitee under this Article 10, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A If a party (the “Indemnitee”) that intends to claim indemnification under this Section 9 10, it shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Section 10 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely under this Section 10, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any obligation that it may have to any party claiming indemnification otherwise than under this Section 10. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim10.

Procedure. A party (the “"Indemnitee”") that intends to claim --------- indemnification under this Section 9 Agreement shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including the right to settle the action on behalf of however, that the Indemnitee on any terms shall have the Indemnitor deems desirable in absolute right -------- ------- to retain its own counsel, with the exercise of its sole discretion, except that the Indemnitor shall not, without fees and expenses to be paid by the Indemnitee’s prior written consent. The indemnity obligations under this Agreement shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Agreement, but the omission to deliver such notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Agreement. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this an indemnification and provide full information with respect theretofrom the Indemnitor. Subject to No Indemnitor shall, without the prior written consent of the Indemnitee’s fulfillment , effect any settlement of its obligations under this Section 9.3any pending or threatened action, suit or proceeding in respect of which any Indemnitee is or could have been a party and indemnity could have been sought hereunder by such Indemnitee, unless such settlement includes an unconditional release of such Indemnitee from all liability on claims that are the Indemnitor shall pay any damagessubject matter of such action, costs suit or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 11 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 11 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 11.

Procedure. A party Diversa Indemnitee or Syngenta Indemnitee (the “Indemnitee”) that intends to claim indemnification under this Section 9 11 shall promptly notify the other party indemnifying Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory chosen by Indemnitor, with consent of Indemnitee, which consent shall not be unreasonably withheld. The Indemnitee shall not enter into negotiations or enter into any agreement with respect to the parties, including settlement of any Claim without the right to settle the action on behalf prior written approval of the Indemnitee on Indemnitor, and the indemnity agreement in this Section 11 shall not apply to amounts paid in settlement of any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is made without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Section 11. At the Indemnitor’s request and expenserequest, the Indemnitee under this Section 11, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. 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 action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification Article 8. [***] = Confidential Information has been omitted and provide full information filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimomitted information.

Procedure. A party If a Party or any of its Affiliates or their respective employees or agents (collectively, the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 12, the Indemnitee shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory selected by the Indemnitor and reasonably acceptable to the partiesIndemnitee; provided, including however, that an Indemnitee shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in such proceedings. The Indemnitor shall have the right to settle or compromise any claims for which it is providing indemnification under this Article 12, provided that the action on behalf consent of the Indemnitee on any terms the Indemnitor deems desirable (which shall not be unreasonably withheld or delayed) shall be required in the exercise event any such settlement or compromise would adversely affect the interests of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent. The indemnity agreement in this Article 12 shall not apply to amounts paid in settlement of any loss, settle any such claim claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnitor. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit action, if prejudicial to the Indemnitor’s duty ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 12 resulting from such failure, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 12. At the Indemnitor’s request The Indemnitee under this Article 12, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Promptly after receipt by an Indemnified Person of notice of the commencement of any action (the “Indemnitee”) that including any governmental investigation or inquiry), such Indemnified Person will, if such Indemnified Person intends to make a claim indemnification under in respect thereof against the party agreeing to indemnify such Indemnified Person pursuant to subsections (a) or (b) of this Section 9 shall promptly 7 (any such Person being hereinafter referred to as an "Indemnifying Person"), give written notice to such Indemnifying Person of the commencement thereof, but the omission so to notify the Indemnifying Person shall not relieve the Indemnifying Person from any of its obligations pursuant to the provisions of this Section 7 except to the extent that the Indemnifying Person is actually prejudiced by such failure to give notice. In case any such action is brought against any Indemnified Person and it notifies an Indemnifying Person of the commencement thereof, the Indemnifying Person shall be entitled to participate in, and to the extent that it may wish, jointly with any other party (Indemnifying Person similarly notified, to assume the “Indemnitor”) defense thereof, with counsel reasonably satisfactory to such Indemnified Person, and after notice from the Indemnifying Person to such Indemnified Person, the Indemnifying Person shall not, except as hereinafter provided, be responsible for any legal or other expenses subsequently incurred by such Indemnified Person in connection with the defense thereof. No Indemnifying Person will consent to entry of any loss, claim, damage, 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 Person of a release from all liability or action in respect of which the Indemnitee intends to such claim such indemnification, and the Indemnitor or litigation. Such Indemnified Person shall have the right to employ separate counsel in any such action and to participate inin the defense thereof, andbut the fees and expenses of such counsel shall be the expense of such Indemnified Person unless (i) the Indemnifying Person has agreed to pay such fees and expenses, to (ii) the extent the Indemnitor so desires, Indemnifying Person shall have failed to assume sole Control the defense of such action or proceeding or has failed to employ counsel reasonably satisfactory to such Indemnified Person in any such action or proceeding or (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnified Person and the Indemnifying Person and such Indemnified Person shall have been advised by counsel that representation of both parties by the same counsel would be inappropriate due to actual or potential material differing interests between them (in which case, if such Indemnified Person notifies the Indemnifying Person in writing that it elects to employ separate counsel at the expense of the defense thereof with counsel mutually satisfactory to Indemnifying Person, the parties, including Indemnifying Person shall not have the right to settle assume the defense of such action or proceeding on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationIndemnified Person). The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement Indemnifying Person shall not be liable for any settlement of any such action or proceeding effected without its written consent, which consent shall not affect unreasonably be withheld, delayed or limit Indemnitor’s duty to defend conditioned, but if settled with its written consent, or if there is a final judgment for the plaintiff in any such action but shall relieve Indemnitor of liability or proceeding, subject to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseno further appeal, the Indemnitee Indemnifying Person shall cooperate fully with the Indemnitor indemnify and its legal representatives in the investigation hold harmless such Indemnified Persons from and defense of against any action, claim loss or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment reason of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs such settlement or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimjudgment.

Procedure. A If a party (the “an "Indemnitee”") that intends to claim indemnification under this Section 9 Article 13, it shall promptly notify the other indemnifying party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action in respect of which the Indemnitee intends or its directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Article 13 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any party claiming indemnification otherwise than under this Article 13. At the Indemnitor’s request The party claiming indemnification under this Article 13, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. (i) For so long as the Exercise Condition is satisfied, at any time during the Put Option Period, Geely may exercise the Put Option by delivering a written notice substantially in the form attached hereto as Exhibit A party (the “IndemniteePut Exercise Notice”) that intends to claim indemnification LTC. (ii) Except for the delivery of the Put Exercise Notice under Section 3.3(i), and subject at all times to the Exercise Condition and applicable Laws, there are no other prerequisite or incidental conditions or procedures for Geely to exercise the Put Option pursuant to this Section 9 Agreement. (iii) To the extent any Approval is required in connection with the closing of any Transfer of the Option Share, each of LTC and Geely shall, and shall promptly notify cause its Affiliates to, use its reasonable best efforts to obtain, and to cooperate with the other party Party with respect to, such Approval. (iv) On the fifth (5th) Business Day following the later of (i) receipt of a Put Exercise Notice by LTC, and (ii) any Approvals required by applicable Law to be obtained prior to the Transfer of the Option Share being obtained (the “IndemnitorOption Closing Date”), (x) Geely shall (A) Transfer the Option Shares, free and clear of all Encumbrances, and with all rights attaching thereto, to LTC, and (B) provide to LTC evidence showing LTC as the registered holder of the Option Shares, and (y) LTC shall (A) issue such number of LTC Shares as determined pursuant to Section 3.1, free and clear of all Encumbrances (other than those arising under applicable securities laws), and cause the LTC Shares to be registered in book-entry form in the name of Geely on LTC’s stock ledger, and (B) provide to Geely evidence of such issuance from LTC’s transfer agent. (v) Geely shall represent and warrant to LTC, as of the Option Closing Date, (i) Geely has full right, title and interest in and to the Option Shares, (ii) Geely has all the necessary power and authority and has taken all necessary action to Transfer the Option Shares to LTC as contemplated by this Section 3, (iii) the Option Shares are free and clear of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnificationand all Encumbrances, and (iv) the Indemnitor shall have Option Shares, together with the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control shares of the defense thereof with counsel mutually satisfactory to Target held by ▇▇▇▇▇, shall represent all the parties, including the right to settle the action on behalf issued and outstanding shares of the Indemnitee on any Target. (vi) LTC shall represent and warrant to Geely, as of the Option Closing Date, the LTC Shares will have been duly authorized, and when issued and delivered to Geely against Transfer of the Option Shares in full from Geely to LTC in accordance with the terms of this Agreement, the Indemnitor deems desirable in the exercise of its sole discretionLTC Shares will be validly issued and fully paid and non-assessable, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment free and clear of any liability and all Encumbrances (other than those arising under applicable securities laws) and will not have been issued in violation of or wrongdoing on subject to any preemptive or similar rights created under LTC’s organization documents (as in effect at such time of issuance) or the part laws of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimCayman Islands.

Procedure. A party If GTC or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. At the Indemnitor’s request The Indemnitee under this Article 10, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the The Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimestablishing its claim for indemnity.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 18 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagecomplaint, liability suit, proceeding, cause of action or action other potential Liability in respect of which the Indemnitee intends to claim such indemnificationindemnification (for purposes of this Section 18.3, 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 inparticipate, andat its own expense, to the extent the Indemnitor so desires, to assume sole Control with counsel of its own choosing in the defense thereof and/or settlement of such Claim. The indemnification under this Article 18 shall not apply to amounts paid with counsel mutually satisfactory respect to the parties, including the right to settle the action on behalf settlement of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent will not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such action shall not affect claim, suit or limit Indemnitor’s duty proceeding, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 18, but the failure to so timely deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability to any Indemnitee otherwise than under this Article 18. Without limiting the delay. At the Indemnitor’s request and expenseforegoing, the Indemnitee shall cooperate fully with keep the Indemnitor and its legal representatives in fully informed of the investigation and defense progress of any action, Claim for which it intends to claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Article 18. The Indemnitor shall pay not be responsible for any damages, costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee pursuant to a settlement agreement entered into by without the Indemnitor) in connection with such claim’s prior written consent, which consent will not be unreasonably withheld.

Procedure. A party (Any of the “Indemnitee”) 3DP Indemnitees that intends to claim --------- indemnification under this Section 9 Article 10 shall promptly notify the other party DPC (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action loss in respect of which the 3DP Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that a 3DP Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such 3DP Indemnitee and the Indemnitor in such proceeding. The Indemnitor shall control the defense and/or settlement of any such loss, and the indemnity agreement in this Article 10 shall not apply to amounts paid in connection with any loss if such payments are made without the consent of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretionIndemnitor, except that the Indemnitor which consent shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationnot be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the 3DP Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 10. At the Indemnitor’s request and expense's request, the 3DP Indemnitee under this Article 10, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability loss covered by this indemnification and provide full true, correct and complete information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “Indemnitee”) Party or any of its indemnitees that intends to claim indemnification under this Section 9 14 (Indemnification; Insurance) (the “Indemnitee”) shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall relieve the Indemnitor of liability to its indemnification obligations under this Section 14 (Indemnification; Insurance). The Indemnitor has sole control of the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim without the prior written consent of its obligations under this Section 9.3the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively defending the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does not assume and conduct the defense of the Claim as provided above: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee as provided in this Section 14 (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.Indemnification; Insurance). MOA Life Plus-Elevai Labs

Procedure. A party (a) Each Buyer Indemnified Person and Seller Indemnified Person shall be referred to collectively herein as an “Indemnified Person.” Any Indemnified Person seeking indemnification with respect to any actual or alleged Liability shall give notice to the Person from whom indemnification is sought (each, an “IndemniteeIndemnifying Person”) that intends on or before the date specified in Section 10.05. Failure to claim indemnification under this Section 9 provide the specified notice, however, will not affect the Indemnified Person’s rights to indemnity hereunder from the Indemnifying Person, unless the Indemnifying Person can show actual material prejudice resulting from such failure and then only to the extent of such actual material prejudice. (b) If any Liability is asserted by any third party against any Indemnified Person, the Indemnifying Person shall promptly notify have the other party (right, unless otherwise precluded by applicable law, to conduct and control the “Indemnitor”) defense, compromise or settlement of any loss, claim, damage, liability action or threatened action brought against the Indemnified Person in respect of which matters addressed by the Indemnitee intends to claim such indemnification, and the Indemnitor indemnity set forth in this Article X (an “Action”). (c) The Indemnified Person shall have the right to employ counsel separate from counsel employed by the Indemnifying Person in connection with any such Action or threatened Action and to participate inin the defense thereof, andbut the fees and expenses of such counsel employed by the Indemnified Person shall be at the sole expense of the Indemnified Person, to unless (i) the extent Indemnifying Person shall have elected not, or, after reasonable written notice of any such Action or threatened Action, shall have failed (within 10 days after the Indemnitor so desiresIndemnifying Persons’ receipt of such written notice), to assume sole Control of or participate in the defense thereof, (ii) the employment thereof with has been specifically authorized by the Indemnifying Person in writing, or (iii) the parties to any such Action or threatened Action (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and the Indemnifying Person shall have been advised in writing by counsel mutually satisfactory for the Indemnified Person that there may be one or more defenses available to the partiesIndemnified Person that are not available to the Indemnifying Person or legal conflicts of interest pursuant to applicable rules of professional conduct between the Indemnifying Person and the Indemnified Person (in which case, including the Indemnifying Person shall not have the right to settle assume the action defense of such Action on behalf of the Indemnitee on Indemnified Person), in any terms of which events referred to in clauses (i), (ii) and (iii) the Indemnitor deems desirable in fees and expenses of one such separate counsel employed by the exercise Indemnified Person shall be at the expense of its sole discretion, except that the Indemnitor Indemnifying Person. (d) The Indemnifying Person shall not, without the Indemnitee’s written consent of the Indemnified Person, settle or compromise any such Action or threatened Action or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by all other participants to the Indemnified Person a release from all liability in respect of such Action or threatened Action. In addition, the Indemnifying party shall not, without the prior written consentconsent of the Indemnified Person, settle or compromise any such claim if such settlement contains a stipulation Action or threatened Action or consent to or admission or acknowledgment the entry of any liability judgment which provides for injunctive or wrongdoing on equitable relief with respect to any Indemnified Person. Unless the part of the Indemnitee Indemnifying Person shall have elected not, or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver shall have after reasonable written notice to the Indemnitor within a reasonable time after the commencement of any such action shall Action or threatened Action failed, to assume or participate in the defense thereof, the Indemnified Person may not affect settle or limit Indemnitor’s duty compromise any Action or threatened Action without the written consent of the Indemnifying Person, such consent not to be unreasonably withheld. (e) If, after reasonable written notice of any such Action or threatened Action, the Indemnifying Person does not affirmatively undertake to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expenseIndemnified Person, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded a recovery against the Indemnitee (or payable Indemnified Person for damages suffered by it in good faith, is conclusive in its favor against the Indemnitee pursuant to a settlement agreement entered into by Indemnifying Person; provided, however, that no such conclusive presumption shall be made if the Indemnitor) in connection with such claimIndemnifying Person has not received reasonable written notice of the Action against the Indemnified Person.

Procedure. A party If a Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 13, it shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between the Indemnitee on and any terms the Indemnitor deems desirable other Party represented by such counsel in the exercise such proceeding. The obligations of its sole discretionthis Article 13 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of liability any obligation to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 13. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect theretoArticle 13. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3{ * } = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Indemnitor shall pay any damagesMARKED BY BRACKETS, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE NOTATION “[RESERVED]” IS ORIGINAL, IS CURRENTLY IN THE DOCUMENT AND DOES NOT REFLECT INFORMATION REDACTED PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Procedure. A (a) Upon receipt by one party of notice of any claim by a third party which might give rise to indemnification hereunder, or upon such party’s discovery of facts which might give rise to indemnification hereunder including with respect to any breach of any of Purchaser’s representation or warranties, covenants or agreements in this Agreement, the party claiming indemnification hereunder (the “Indemnitee”) that intends shall give prompt written notice to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”), which notice shall describe in reasonable detail the Damages anticipated to be suffered (if ascertainable) and the specific circumstances thereof, and specifying the provisions of this Agreement to which such claim for Damages relates (the “Damage Claim Notice”). The Indemnitee may amend the Damage Claim Notice, without prejudice to its rights hereunder, if it becomes aware of facts indicating that the Damages anticipated to be suffered have increased or decreased from those estimated in the previous Damage Claim Notice. A failure to provide or amend the Damage Claim Notice shall not relieve the Indemnitor from any loss, claim, damage, liability obligations or action in respect of which liabilities that the Indemnitor may have to the Indemnitee intends to claim such indemnificationhereunder, and the Indemnitor shall have the right to participate in, and, except to the extent that the Indemnitor so desireshas been adversely prejudiced as a result of such failure. The Indemnitor shall be entitled to participate in the defense of any such claim or action which is a third party claim or action at the Indemnitor’s own cost and, upon the prior written consent of the Indemnitee (which consent shall not be unreasonably withheld or delayed), to assume sole Control the defense thereof, with counsel of Indemnitor’s own choosing, the cost of which shall be paid for by the Indemnitor. Upon notice from Indemnitor to Indemnitee of Indemnitor’s election to assume the defense, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof. The Indemnitee may not compromise or settle any claim for which it has asserted or may assert its right to indemnification without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. The Indemnitor may not compromise or settle any claim for which Indemnitor has elected to assume the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any unless (i) Indemnitor has acknowledged its obligation to pay all Damages relating to such claim if and has provided to Indemnitee evidence reasonably satisfactory to Indemnitee that Indemnitor has the financial wherewithal to pay such Damages, (ii) such settlement will not contain any terms that would interfere in the normal operations of the Indemnitee, and (iii) such settlement contains an unconditional release of all claims against the Indemnitee. (b) Upon receipt by Indemnitor of a stipulation Damage Claim Notice which does not relate to or admission or acknowledgment of any liability or wrongdoing a third party claim, the Indemnitor and Indemnitee shall make all reasonable efforts to promptly resolve such claim on an amicable basis within the part thirty (30) day period following such receipt. If not resolved, then the issues will be exclusively resolved by binding arbitration by the American Arbitration Association in New York, New York, upon a party’s submission of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only dispute to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationarbitration. The failure to deliver written notice to the Indemnitor demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute or breach. The complaining party shall notify the other party in writing thereof. (c) The arbitration shall be conducted by one (1) arbitrator. If the parties are not able to agree upon the selection of an arbitrator, within 20 days of commencement of any such action an arbitration proceeding by service of a demand for arbitration, the arbitrator shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced be selected by the delayAmerican Arbitration Association. At the Indemnitor’s request and expense, the Indemnitee The arbitrator so elected shall cooperate fully with the Indemnitor and its legal representatives have at least five (5) years’ experience in the investigation and defense of any action, claim or liability covered by this resolving commercial disputes involving indemnification and provide full information with respect thereto. Subject claims similar to the Indemnitee’s fulfillment of its obligations those under this Section 9.3Agreement. The arbitrator shall permit reasonable document discovery and deposition of witnesses. The decision of the arbitrator shall be rendered as promptly as is feasible, and shall be final and binding on the Indemnitor parties. The costs and expenses of the arbitration, including the arbitrator’s fees, shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable be shared equally by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimparties.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 5 shall promptly notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damagecomplaint, liability suit, proceeding, cause of action or action other potential Liability in respect of which the Indemnitee intends to claim such indemnificationindemnification (for purposes of this Section 5.3, 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 inparticipate, andat its own expense, to the extent the Indemnitor so desires, to assume sole Control with counsel of its own choosing in the defense thereof and/or settlement of such Claim. The indemnification under this Article 5 shall not apply to amounts paid with counsel mutually satisfactory respect to the parties, including the right to settle the action on behalf settlement of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent will not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable period of time after the commencement of any such action shall not affect claim, suit or limit Indemnitor’s duty proceeding, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 5, but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability to any Indemnitee otherwise than under this Article 5. Without limiting the delay. At the Indemnitor’s request and expenseforegoing, the Indemnitee shall cooperate fully with keep the Indemnitor and its legal representatives in fully informed of the investigation and defense progress of any action, Claim for which it intends to claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Article 5. The Indemnitor shall pay not be responsible for any damages, costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee pursuant to a settlement agreement entered into by without the Indemnitor) in connection with such claim’s prior written consent, which consent will not be unreasonably withheld.

Procedure. A If a claim by a third party is made and a party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 9, the Indemnitee shall promptly notify the other party (the “"Indemnitor”") in writing of any loss, claim, damage, liability or action claim in respect of which the Indemnitee or any of its subsidiaries, directors, officers, employees, shareholders, suppliers or distributors intends to claim such indemnification, indemnification and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control control of the defense thereof and/or settlement thereof, provided that the Indemnitee may participate in any such proceeding with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor choice at its own expense. The indemnity agreement in this Article 9 shall not, without the Indemnitee’s prior written consent, settle not apply to amounts paid in settlement of any such claim Indemnifiable Losses if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if adversely prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9 but the omission to so deliver written notice to the extent Indemnitor shall not relieve the Indemnitor is materially prejudiced by of any liability that it may otherwise have to any Indemnitee other than under this Article 9. If the delay. At Indemnitor fails to provide defense of the Indemnitor’s request claim, and expensediligently defend or settle the same after receipt of notice from Indemnitee of, and a reasonable opportunity to cure, such failure, the Indemnitee may defend or settle the claim without prejudice to its rights to indemnification hereunder, provided that the Indemnitee does so diligently and in good faith and further does not enter into any settlement or agree to any stipulation that would adversely affect the rights of the Indemnitor or impose any additional obligation on the Indemnitor without the Indemnitor's prior written consent (which consent will not be unreasonably withheld). The Indemnitee under this Article 9, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to in the Indemnitee’s fulfillment investigation of its obligations under any Indemnifiable Losses covered by this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party As part of its request for Landlord’s consent to a Transfer, Tenant shall provide Landlord with (x) financial statements for the “Indemnitee”proposed transferee, as well as (y) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control a complete copy of the defense thereof with counsel mutually satisfactory to the partiesproposed assignment, including the right to settle the action on behalf sublease and other contractual documents and such other information as Landlord may, within seven (7) Business Days following Tenant’s delivery of the Indemnitee on any terms the Indemnitor deems desirable items described in the exercise of its sole discretionclauses (x) and (y) above, except that the Indemnitor shall notreasonably request. Landlord shall, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver by written notice to Tenant within twenty (20) days of its receipt of the Indemnitor required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing (such refusal to specify in reasonable detail the grounds for Landlord’s refusal); or (2) except in the case of a Permitted Transfer, in the case of an assignment of this Lease or a sublease that would result in 50% or more of the Tenant’s Premises being subject to sublease for a term, with or without renewal options relating thereto, which is 50% or more of the then remaining Term of this Lease, terminate this Lease with respect to the portion of the Premises that Tenant is proposing to assign or sublet. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. If Landlord fails to deliver to Tenant notice of Landlord’s consent or withholding of consent (or election to recapture, if applicable) with respect to a proposed Transfer within the twenty (20) days following Tenant’s submission of request for such consent, Tenant may send a reasonable time after second (2nd) notice to Landlord, which notice must contain the commencement following inscription, in bold faced lettering: “SECOND NOTICE DELIVERED PURSUANT TO SECTION 12.B OF LEASE - - FAILURE TO TIMELY RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL RESULT IN DEEMED APPROVAL OF ASSIGNMENT OR SUBLEASE.” If Landlord fails to deliver notice of Landlord’s election within such five (5) business day period, Landlord shall be deemed to have approved the Transfer in question. Tenant shall pay Landlord a review fee of $2,000.00 for Landlord’s review of any such action shall not affect Permitted Transfer or limit Indemnitorrequested Transfer, provided if Landlord’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitoractual reasonable costs and expenses (including reasonable attorney’s request and expense, the Indemnitee shall cooperate fully fees associated with the Indemnitor review of a proposed Transfer) exceed $2,000.00, Tenant shall reimburse Landlord for its actual reasonable costs and its legal representatives expenses in the investigation and defense lieu of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimfixed review fee.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party Party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. 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 action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification Article 8. [***] = Confidential Information has been omitted and provide full information filed separately with the Securities and Exchange Commission. Confidential treatment has been approved with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3omitted information, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claiman Order dated January 8, 2018.

Procedure. A party (the “Indemnitee”) that intends The following shall apply with respect to claim all claims made by any Indemnified Party for indemnification provided for under this Section 9 Agreement by the Indemnifying Party: (a) The Indemnified Party shall promptly notify give the other party Shareholder Representative (who shall have the authority to act on behalf of the Indemnifying Party with respect to any indemnification Claims) prompt, written notice (an “IndemnitorIndemnification Notice”) of any lossbona fide claim for indemnification with respect to which such Indemnified Party seeks indemnification pursuant to Section 10.1, claimwhether such claim relates to a third-party action or otherwise (a “Claim”). The Indemnification Notice shall set forth, damageat a minimum, a description in reasonable detail of the Loss that that has been suffered by the Indemnified Party, the Indemnified Party’s good faith estimate of the amount of the Loss for which it is seeking the Indemnifying Party to indemnify (the “Claimed Amount”), all documentation and materials in its possession, or to which it has reasonable access, that are reasonably required to evidence both the Claim and the Claimed Amount, and the number of Holdback Shares it seeks to retain based on that good faith estimate. The Indemnified Party shall provide all additional documentation and evidence in its possession, or to which it has reasonable access, for the Claim to the Indemnifying Party as it or the Shareholder Representative may reasonably request. The failure of any Indemnified Party to timely deliver a complete and compliant Indemnification Notice in accordance with this provision (or to amend an existing Indemnification Notice so as to comply with this provision) shall prohibit the Acquiror from retaining any of the Holdback Shares in accordance with Section 10.4(a). All references in the following sections and subsections of this Article X to the Shareholder Representative are intended to refer to the Shareholder Representative acting on behalf of the Indemnifying Party, and the Shareholder Representative, in its role as representative of TAG, shall have the full authority to take any action required or permitted to be taken by the Indemnifying Party under the terms of this Article X. In the event that TAG does not appoint a Shareholder Representative in accordance with Section 2.7, all references in this Article X to the Shareholder Representative shall instead refer to TAG. (b) Within 15 Business Days of the Shareholder Representative’s receipt of the Indemnification Notice, the Shareholder Representative may accept or object to the Claim by sending written notice of such acceptance or objection to the Indemnified Party. A notice of objection shall set forth, in reasonable detail, the basis for such objection and the portion of the Claimed Amount which the Shareholder Representative objects to being retained through the Holdback Shares. Subject to Section 10.4(a), the respective rights of the Indemnifying Party and the Acquiror regarding the Holdback Shares in dispute shall be determined by a final order of the authority duly adjudicating the Claim. Unless an earlier release of the Holdback Shares is required pursuant to Section 10.4(a), after a final order, establishing the indemnification liability of the Indemnifying Party and the amount thereof, no later than ten (10) calendar days thereafter, the Acquiror shall release the pending amount of Holdback Shares as directed by TAG in its capacity as the sole shareholder of B2B and Fintech subject to compliance with applicable Law. (c) In the event that the Shareholder Representative accepts all or part of a Claim, then the Acquiror shall be entitled to retain the corresponding amount of Holdback Shares in accordance with Section 10.4(a). (d) In the case of any third-party action with respect to which an Indemnified Party seeks indemnification pursuant to Section 10.1 (a “Third-Party Claim”), the Indemnifying Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any Third-Party Claim pursuant to the procedure in this Section 10.2. To exercise such control over the defense, the Shareholder Representative, within a reasonable time after duly receiving an Indemnification Notice from the Indemnified Party (but in any event within ten (10) calendar days thereafter), shall (i) deliver a written confirmation to such Indemnified Party as to the indemnification provisions of Section 10.1 to such action and the Indemnifying Party will indemnify such Indemnified Party in respect of which such action pursuant to the Indemnitee intends terms of Section 10.1 and, notwithstanding anything to claim the contrary, shall do so without asserting any challenge, defense, limitation on the Indemnifying Party liability for Losses, counterclaim or offset, (ii) notify such indemnificationIndemnified Party in writing of the intention of the Indemnifying Party to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Third-Party Claim. (e) If the Indemnifying Party assumes the defense of any such Third-Party Claim pursuant to Section 10.2(d), then the Indemnified Party shall cooperate with the Indemnifying Party and the Shareholder Representative in any manner reasonably requested in connection with the defense, and the Indemnitor Indemnified Party shall have the right to be kept fully informed by the Indemnifying Party, Shareholder Representative and relevant legal counsel with respect to the status of any legal proceedings, to the extent not inconsistent with the preservation of attorney-client or work product privilege. If the Indemnifying Party so assumes the defense of any such Third-Party Claim the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of such Indemnified Party unless (i) the Shareholder Representative, on behalf of the Indemnifying Party, has agreed to pay such fees and expenses, or (ii) the named parties to any such Third-Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party and such Indemnified Party shall have been advised by its counsel that there may be a conflict of interest between such Indemnified Party and the Indemnifying Party in the conduct of the defense thereof, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. (f) If the Indemnifying Party elects to assume the defense of any Third-Party Claim pursuant to Section 10.2(d), the Indemnified Party shall not pay, or permit to be paid, any part of any claim or demand arising from such asserted liability unless the Indemnifying Party withdraws from or fails to vigorously prosecute the defense of such asserted liability, or unless a judgment is entered against the Indemnified Party for such liability. If the Indemnifying Party does not elect to defend, or if, after commencing or undertaking any such defense, the Indemnifying Party fails to adequately prosecute or withdraw such defense, then the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. Notwithstanding anything to the contrary, neither the Indemnifying Party nor its Shareholder Representative shall not be entitled to control, but may participate in, and the Indemnified Party (at the expense of the Indemnifying Party) shall be entitled to have sole control over, the defense or settlement of (x) that part of any Third-Party Claim (i) that seeks a temporary restraining order, a preliminary or permanent injunction or specific performance against the Indemnified Party, or (ii) to the extent such Third-Party Claim involves criminal allegations against the Indemnified Party or (y) the entire Third-Party Claim if such Third-Party Claim would impose liability on the part of the Indemnified Party in an amount which is greater than the amount as to which the Indemnified Party is entitled to indemnification under this Agreement. In the event the Indemnified Party retains control of the Third-Party Claim, the Indemnified Party will not settle the subject claim without the prior written consent of the Shareholder Representative, on behalf of the Indemnifying Party, which consent will not be unreasonably withheld or delayed. (g) If the Indemnified Party undertakes the defense of any such Third-Party Claim and proposes to settle the same prior to a final judgment thereon or to forgo appeal with respect thereto, then the Indemnified Party shall give the Shareholder Representative prompt written notice thereof and the Indemnifying Party shall have the right to participate inin the settlement, and, to the extent the Indemnitor so desires, to assume sole Control of or reassume the defense thereof with counsel mutually satisfactory to or prosecute such appeal, in each case at the partiesIndemnifying Party’s expense. The Shareholder Representative, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretionIndemnifying Party, except that the Indemnitor shall not, without the Indemnitee’s prior written consentconsent of such Indemnified Party, settle or compromise or consent to entry of any judgment with respect to any such claim if Third-Party Claim (i) in which any relief other than the payment of money damages is or may be sought against such settlement contains Indemnified Party, (ii) in which such Third-Party Claim could be reasonably expected to impose or create a stipulation to or admission or acknowledgment of any monetary liability or wrongdoing on the part of the Indemnitee or imposes any obligation on Indemnified Party (such as an increase in the Indemnitee Indemnified Party’s income Tax) other than a the monetary obligationclaim of the third party in such Third-Party Claim being paid pursuant to such settlement or judgment, and only to or (iii) which does not include as an unconditional term thereof the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced giving by the delay. At the Indemnitor’s request and expenseclaimant, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the person conducting such investigation and defense or initiating such hearing, plaintiff or petitioner to such Indemnified Party of any action, claim or a release from all liability covered by this indemnification and provide full information with respect thereto. Subject to such Third-Party Claim and all other actions (known or unknown) arising or which might arise out of the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimsame facts.

Procedure. A party If one Party (the “Indemnitee”) that intends receives any notice of a claim or other allegation with respect to claim indemnification under this Section 9 shall promptly notify which the other party Party (the “Indemnitor”) has an obligation of any lossindemnity hereunder, claim, damage, liability or action in respect of which then the Indemnitee intends will in order to claim qualify for Indemnification under this Section, within fifteen (15) days of receipt of such indemnificationnotice, and give the Indemnitor shall have the right to participate inwritten notice, and, pursuant to the extent Notices provision set forth in Section 12(f) of this Agreement, of such claim or allegation setting forth in reasonable detail the Indemnitor so desiresfacts and circumstances surrounding the claim; provided, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partieshowever, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written give such notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3section except to the extent that Indemnitor is actually prejudiced by such failure. The Indemnitee will not make any payment or incur any costs or expenses with respect to such claim, except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately assume the full control of the defense or settlement of such claim or allegation, including the selection and employment of counsel, and shall pay any damagesall authorized and documented costs and expenses of such defense. The Indemnitee will fully cooperate, at the expense of the Indemnitor, in the defense or settlement of the claim. The Indemnitee shall have the right, at its own expense, to employ separate counsel and participate in the defense or settlement of the claim. The Indemnitor shall have no liability for costs or other amounts awarded against the Indemnitee (or payable expenses incurred by the Indemnitee Indemnitee, except to the extent authorized by the Indemnitor or pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimthis procedure.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section Article 9 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damage, liability Liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 9 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9, but the omission to so deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 9. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any such loss, liability, damage or expense, or any claim, damagedemand, liability action or action in other proceeding with respect of to which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consent, settle any such claim damage or other expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 8. The Indemnitor may not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification The following provisions govern all actions for indemnity under this Article 5 and any other provision of this Agreement, other than Section 9 shall promptly notify the other party (the “Indemnitor”) 7.2. Promptly after receipt by an indemnitee of notice of any loss, claim, damagesuch indemnitee will, liability or action if a claim in respect of which thereof is to be made against the Indemnitee intends indemnitor, deliver to claim such indemnification, the indemnitor written notice thereof and the Indemnitor indemnitor shall have the right to participate in, in and, if the indemnitor agrees in writing that it will be responsible for any costs, expenses, judgments, damages, and losses incurred by the indemnitee with respect to the extent the Indemnitor so desiressuch claim, to assume sole Control of the defense thereof thereof, with counsel mutually satisfactory to the parties; provided, including however, that an indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the Indemnitee on counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests between such indemnitee and any terms the Indemnitor deems desirable other party represented by such counsel in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationproceeding. The failure of indemnitee to deliver written notice to the Indemnitor indemnitor within a reasonable time after the commencement indemnitee receives notice of any such action claim shall not affect or limit Indemnitor’s duty relieve such indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is prejudicial to its ability to defend such action but shall relieve Indemnitor of liability action, and the omission so to deliver written notice to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense indemnitor will not relieve it of any actionliability that it may have to any indemnitee other than under this indemnity. If an indemnitee settles a claim without the before written consent of the indemnitor, claim or then the indemnitor shall be released from liability covered by this indemnification and provide full information with respect thereto. Subject to such claim unless the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with indemnitor has unreasonably withheld such claimconsent.

Procedure. A party Party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 17 shall promptly notify without undue delay Notify the other party Party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends or any of its Affiliates, Sublicensees or their directors, officers, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Section shall not apply to amounts paid in settlement of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice Notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section but the omission so to deliver written Notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section. At the Indemnitor’s request The Indemnitee under this Section, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim Claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 The Indemnitee shall promptly notify the other party (the “Indemnitor”) Indemnitor of any loss, claimliability, damage, liability expense, claim, demand, action, or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other Party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Section 11 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action, or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on shall be effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Section 11 to the extent Indemnitor is prejudiced by Indemnitee's delay, but the omission of such notice to the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, will not relieve it of any liability that it may have to the Indemnitee otherwise than under this Section 11. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that effects the rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Section 11, and its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) Party that intends to claim indemnification under this Section 9 Article 11 (the “Indemnitee”) shall promptly notify the other party Indemnitor (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action with respect to a Claim shall not affect or limit Indemnitor’s duty to defend such action but shall only relieve the Indemnitor of liability to the Indemnitee solely its indemnification obligations under this Article 11 if and to the extent the Indemnitor is actually and materially prejudiced by thereby. The Indemnitor has sole control of the delaydefense or settlement thereof. At the Indemnitor’s request and expense, the The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability action with respect to a Claim covered by this indemnification indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and provide full information settlement negotiations for any Claim with respect thereto. Subject to counsel of the Indemnitee’s fulfillment own selection. The Indemnitor shall not settle any Claim in a manner that admits liability of its Indemnitee or requires Indemnitee to perform any material obligations under this Section 9.3(other than payment of money which will be fully satisfied by Indemnitor) without the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned or delayed. So long as the Indemnitor is actively engaged in activities relating to defending or settling the Claim in good faith, the Indemnitee shall not settle or compromise any such Claim without the prior written consent of the Indemnitor. If the Indemnitor does assume activities in furtherance of the defense and settlement of a Claim as provided above within [***] after written notice from Indemnitee stating intent of the Indemnitor to undertake such activities if Indemnitor does not: (a) the Indemnitee may defend against, consent to the entry of any judgment, or enter into any settlement with respect to such Claim in any manner the Indemnitee may deem reasonably appropriate (and the Indemnitee need not consult with, or obtain any consent from, the Indemnitor in connection therewith); and (b) the Indemnitor shall pay any damages, costs or other amounts awarded against remain responsible to indemnify the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) as provided in connection with such claimthis Article 11.

Procedure. A party (Any of the “Indemnitee”) 3DP Indemnitees that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party BMS (the “"Indemnitor”") in writing of any loss, claimliability, damage, liability loss, cost and/or expense (including reasonable attorneys' fees) arising out of Third Party claims or action lawsuits in respect of which the 3DP Indemnitee intends to claim such indemnification, and shall permit the Indemnitor to assume direction and control of the defense of the claim (including the selection of counsel, reasonably acceptable to the 3DP Indemnitee, and the right to negotiate a settlement, at the discretion of the Indemnitor, provided that such settlement does not impose any material obligation or detriment on the 3DP Indemnitee), and shall cooperate as requested (at the expense of the Indemnitor) in the defense of the claim; provided, however, that a 3DP Indemnitee shall have the right to participate inretain its own counsel, and, with the fees and expenses to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the be paid by such 3DP Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve the Indemnitor of any liability to the 3DP Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delayunder this Article 11. At the Indemnitor’s request and expense's request, the 3DP Indemnitee under this Article 11, and its employees and agents, shall cooperate ** Certain portions of this Exhibit have been omitted based upon a request for confidential treatment that has been filed with the Commission. The omitted portions have been filed separately with the Commission fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability loss covered by this indemnification and provide full true, correct and complete information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party Party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of proceeding for which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of control the defense thereof with counsel mutually satisfactory to of its selection; provided, however, that the parties, including Indemnitee shall have the right to settle retain its own advisory counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceedings. If Indemnitor does not elect within (30) days after such notice to so control the exercise defense of such proceeding, Indemnitee may undertake such control, and Indemnitor shall be entitled to advisory counsel of its sole discretionown selection. The indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part written consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3Article 10, but the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claim.omission so to

Procedure. A party (i) Any indemnification or advances to be made pursuant to Sections 1 and/or 3 shall be made by the “Company as soon as practicable, but in no event later than thirty (30) days after receipt of a written request for indemnification or advances, as the case may be, by Indemnitee”. During the interval between the Company’s receipt of such a request under paragraph (b) that intends to claim indemnification under of this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification3, and the Indemnitor later to occur of (i) payment in full to Indemnitee of the indemnification or advances required by Sections 1 and 3 or (ii) a determination (if required) pursuant to this Agreement and applicable law that Indemnitee is not entitled to indemnification hereunder, the Company shall have take all necessary steps (whether or not such steps require expenditures to be made by the right Company at that time), to participate in, stay (pending a final determination of Indemnitee’s entitlement to indemnification and, if Indemnitee is so entitled, the payment thereof) the execution, enforcement or collection of any judgments, penalties, fines or any other amounts for which Indemnitee may be liable (and as to which Indemnitee has requested indemnification hereunder) in order to avoid Indemnitee being or becoming in default with respect to any such amounts (such necessary steps to include, but not be limited to, the extent procurement of a surety bond to achieve such stay or a loan to Indemnitee of amounts for which Indemnitee may be liable and as to which a stay of execution as aforesaid cannot be obtained), promptly after receipt of Indemnitee’s written request therefor together with a written undertaking by Indemnitee to repay promptly following receipt of a statement therefor from the Indemnitor so desiresCompany, amounts (if any) expended by the Company for such purpose, if it is ultimately determined (if such determination is required) that Indemnitee is not entitled to assume sole Control be indemnified against such judgments, penalties, fines or other amounts. (ii) If a claim under this Agreement, under any statute, or under any provision of the defense Company’s Certificate of Incorporation or Bylaws, as amended, providing for indemnification, is not paid in full by the Company within thirty (30) days after a written request for payment thereof with counsel mutually satisfactory has first been received by the Company, Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the parties, including the right to settle the action on behalf unpaid amount of the claim and, subject to Section 11 of this Agreement, Indemnitee on any terms shall also be entitled to be paid for the Indemnitor deems desirable in the exercise expenses (including attorneys’ fees) of its sole discretion, except that the Indemnitor bringing such action. It shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains be a stipulation defense to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty (other than an action brought to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully enforce a claim for expenses (including attorneys’ fees) incurred in connection with the Indemnitor and its legal representatives in the investigation and defense of any action, claim suit or liability covered proceeding in advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company, and Indemnitee shall be entitled to receive interim payments of expenses (including attorneys’ fees) pursuant to Section 3(a) unless and until such defense may be finally and favorably adjudicated by this indemnification and provide full information with respect theretocourt order or judgment from which no further right of appeal exists. Subject to It is the parties’ intention that if the Company contests Indemnitee’s fulfillment of its obligations under this Section 9.3right to indemnification, the Indemnitor question of Indemnitee’s right to indemnification shall pay be for the court to decide, and neither the failure of the Company (including, but not limited to, its Board of Directors, any damagescommittee or subgroup thereof, costs Independent Legal Counsel, or other amounts awarded against its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee (or payable has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including, but not limited to, its Board of Directors, any committee or subgroup thereof, Independent Legal Counsel, or its stockholders) that Indemnitee pursuant to has not met such applicable standard of conduct, shall create a settlement agreement entered into by presumption that Indemnitee has or has not met the Indemnitor) in connection with such claimapplicable standard of conduct.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 13 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in other proceeding with respect of to which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other Indemnitor similarly notices, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 13 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consent, settle any such claim damage or other expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after at the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 13, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense will not relieve it of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject that it may have to the Indemnitee’s fulfillment of its obligations any Indemnitee otherwise than under this Section 9.3, Article 13. The Indemnitor may not settle the Indemnitor shall pay any damages, costs action or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant otherwise consent to a settlement agreement entered into by the Indemnitor) in connection with such claim.an

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 10 shall promptly notify the other party (the “"Indemnitor”") of any such loss, liability, damage or expense, or any claim, damagedemand, liability action or action in other proceeding with respect of to which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 10 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consent, settle any such claim damage or other expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. The Indemnitor may not settle the Indemnitor is materially prejudiced by action or otherwise consent to an adverse judgment in such action that diminishes the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party Party or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section Article 9 shall promptly notify the other party Party (the “"Indemnitor”") of any loss, claim, damage, liability liability, expenses, or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesParties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 9 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notclaim, without the Indemnitee’s prior written consentdamage, settle any such claim liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if materially prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 9, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 9. At the Indemnitor’s request The Indemnitee under this Article 9, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification indemnification. In the event that each Party claims indemnity from the other and provide full information with respect thereto. Subject one Party is finally held liable to indemnify the Indemnitee’s fulfillment of its obligations under this Section 9.3other, the Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimestablishing its claim for indemnity.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 hereunder shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, in and to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable in the exercise of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation would be inappropriate due to actual or admission or acknowledgment of any liability or wrongdoing on the part of potential differing interests between the Indemnitee or imposes and any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and party represented by such counsel in full, such obligation and is able to fulfill such obligationproceedings. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement notice of any such claim or demand, or the commencement any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely hereunder with respect thereto, but the omission so to deliver notice to the extent Indemnitor shall not relieve it of any liability that it may otherwise have to the Indemnitee. The Indemnitor is materially prejudiced by may not settle or otherwise consent to an adverse judgment in such claim, demand, action or other proceeding, that diminishes the delayrights or interests of Indemnitee without the prior express written consent of the Indemnitee, which consent shall be unreasonably withheld or delayed. At the Indemnitor’s request The Indemnitee, its employees and expenseagents, the Indemnitee shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3demand, the Indemnitor shall pay any damages, costs action or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimproceeding covered hereby.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Clause 15 shall promptly notify the other party (the “Indemnitor”) in writing of any loss, claim, damage, liability or action Liabilities in respect of which the Indemnitee intends or any of its Affiliates, employees or agents intend to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, desires to assume sole Control of the defense defence thereof with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceeding. The indemnity agreement in this Clause 15 shall not apply to amounts paid in settlement of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim Liabilities if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Clause 15, but the omission so to deliver written notice to the extent the Indemnitor is materially prejudiced by the delayshall not relieve it of any liability that it may have to any Indemnitee otherwise than under this Clause 15. At the Indemnitor’s request The Indemnitee under this Clause 15, its employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly Each Indemnitee will notify the other party (the “Indemnitor”) Warrantors in writing of any loss, claim, damage, liability or action Action against such Indemnitee in respect of which the Warrantors are or may be obligated to provide indemnification hereunder promptly after the receipt of notice or knowledge of the commencement thereof. The failure of any Indemnitee intends to claim notify other Parties shall not relieve the Warrantors from any liability or obligation which it may have to such indemnification, Indemnitee under this Section 1(e) of this Schedule F or otherwise unless the failure to so notify results in the forfeiture by the Warrantors of substantial rights and defenses and will not in any event relieve the Indemnitor shall Warrantors from any obligations other than the indemnification provided for herein. The Warrantors will have the right to participate in, and, to the extent the Indemnitor Warrantors so desiresdesire, to assume sole Control of the defense thereof thereof, with counsel mutually reasonably satisfactory to the partiesIndemnitee. However, including the Indemnitee will have the right to settle retain separate counsel and to participate in the action on behalf defense thereof, with the fees and expenses of such counsel to be paid by the Warrantors, if representation of such Indemnitee by the counsel retained by the Warrantors would be, in the Indemnitee’s view, inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such proceeding. The Warrantors will be responsible for the expenses of such defense even if the Warrantors do not elect to assume such defense. No Warrantor may, except with the consent of the Indemnitee, consent to the entry of any judgment or enter into any settlement which does not include as a term thereof the unconditional release of the Indemnitee on any terms the Indemnitor deems desirable of all liability in the exercise respect of its sole discretion, except that the Indemnitor shall not, without the Indemnitee’s prior written consent, settle any such claim if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimlitigation.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section 9 Article 10.0 (the "Indemnitee") shall promptly notify the other party (the “"Indemnitor”") of any loss, claimliability, damage, liability expense, claim, demand, action or action other proceeding in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desires, desires to assume sole Control of (jointly with any other indemnitor similarly noticed) the defense thereof with counsel mutually selected by the Indemnitor and reasonably satisfactory to the partiesIndemnitee; provided however, including that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitee, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 10.0 shall not apply to amounts paid in settlement of its sole discretionany loss, except that the Indemnitor shall notliability, without the Indemnitee’s prior written consentdamage, settle any such claim expense, claim, demand, action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on shall be effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure by the Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 10.0, but the omission to deliver notice to the extent Indemnitor will not relieve the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, of any liability that it may have to the Indemnitee other than under this Article 10.0. The Indemnitor may not settle the action or otherwise consent to an adverse judgment in such action or other proceeding that materially diminishes the rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee under this Article 10.0 and its employees and agents shall cooperate fully reasonably with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party or any of its Affiliates or their respective employees or agents (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 11 shall promptly notify the other party (the “"Indemnitor”") of any claim, loss, claim, damage, liability or action expenses in respect of which the Indemnitee intends to claim such indemnificationindemnification reasonably promptly after the Indemnitee is aware thereof, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof of any related third party action, suit or proceeding with counsel mutually satisfactory to the parties; provided, including however, that an Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the Indemnitee on any terms counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity agreement in this Article 11 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notloss, without the Indemnitee’s prior written consent, settle any such claim damage or expense if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be withheld unreasonably. The failure of an Indemnitee to deliver written notice to the Indemnitor within a reasonable time after the commencement becoming aware of any such action shall not affect or limit matter, if prejudicial to the Indemnitor’s duty 's ability to defend such action but action, shall relieve the Indemnitor of any liability to the Indemnitee solely under this Article 11. The Indemnitor shall not have any liability to the extent the Indemnitor is materially prejudiced by the delayany Indemnitee otherwise than under this Article 11. At the Indemnitor’s request The Indemnitee under this Article 11 and expense, the Indemnitee its employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability matter covered by this indemnification and provide full information with respect theretoindemnification. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the The Indemnitor shall additionally be liable to pay any damages, the reasonable legal costs or other amounts awarded against the Indemnitee (or payable and attorneys' fees incurred by the Indemnitee pursuant to in establishing a settlement agreement entered into by the Indemnitor) in connection with such claimsuccessful claim for indemnity hereunder. CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

Procedure. A party Party entitled to indemnification pursuant to this Section (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party Party (the “Indemnitor”) in writing of any lossClaims covered by this indemnity. Promptly after receipt of such notice, claimthe Indemnitor shall assume the defense of such Claim with counsel reasonably satisfactory to the Indemnitee. If the Indemnitor fails, damagewithin a reasonable time after receipt of such notice, liability to assume the defense with counsel or, if a direct or action in indirect conflict of interest exists between the Parties with respect of which to the Claim, the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate inundertake the defense of such Claims, andprovided however that the Indemnitee shall have no right to compromise and settlement such Claim for the account and at the expense of the Indemnitor. If the Claim is one of multiple claims in a lawsuit against Indemnitee, some of which claims may not be subject to the extent the Indemnitor so desires, to assume sole Control indemnity obligation of the defense thereof with counsel mutually satisfactory to the partiesIndemnitor, including the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of may, at its sole discretion, except that elect to solely control the Indemnitor shall notdefense, without the Indemnitee’s prior written consentsettlement, settle any such claim if such settlement contains a stipulation adjustment or compromise of those claims for which is not subject to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligation. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty to defend such action but shall relieve Indemnitor of liability to the Indemnitee solely to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its indemnity obligations under this Section 9.39, in which event the Indemnitor agrees to cooperate with Indemnitee’s sole control and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or compromise of any such controversy or proceedings. Notwithstanding the foregoing, if the Indemnitee in its sole judgment so elects, the Indemnitee may also participate in the defense of such action by employing counsel at its expense, without waiving the Indemnitor’s obligation to indemnify and defend. The Indemnitor shall pay not compromise any damages, costs Claim (or other amounts awarded against portions thereof) or consent to the entry of any judgment without an unconditional release of all liability of the Indemnitee (as to each claimant or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimplaintiff.

Procedure. A party Party seeking indemnification (the “Indemnitee”) that intends to claim indemnification under this Section 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, to assume sole Control of the defense thereof with counsel mutually satisfactory to the partiesselected by Indemnitor; provided, including however, that Indemnitee shall have the right to settle the action on behalf of the Indemnitee on any terms the Indemnitor deems desirable in the exercise of retain its own counsel, at its sole discretionexpense, except that if representation of Indemnitee by the counsel retained by Indemnitor shall not, without the Indemnitee’s prior written consent, settle would be inappropriate due to actual or potential differing interests between Indemnitee and any other party represented by such claim if counsel in such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on the part of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationproceedings. The failure of Indemnitee to deliver written notice to the Indemnitor within a reasonable time after Indemnitee receives notice of the commencement of any such action shall not affect or limit Indemnitor’s duty action, if materially prejudicial to its ability to defend such action but action, shall relieve Indemnitor of any liability to Indemnitee, but the omission so to deliver notice to Indemnitor will not relieve it of any liability that it may have to the Indemnitee solely to otherwise than under this paragraph 21. Indemnitee under this paragraph 21, its employees and agents, shall [***] Confidential portions of this document have been redacted and filed separately with the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request Securities and expense, the Indemnitee shall Exchange Commission Agreement.LifeVantage cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect theretoindemnification. Subject to The Indemnitor may not settle any such claim without the Indemnitee’s fulfillment of its obligations under this Section 9.3, consent if the Indemnitor shall pay any damages, costs proposed settlement would be in the Indemnitee’s name or impose pecuniary or other amounts awarded against liability or an admission of fault or guilt on the Indemnitee (or payable by would require the Indemnitee pursuant to a settlement agreement entered into be bound by the Indemnitor) in connection with such claiman injunction of any kind.

Procedure. A party Should a Party or any of its directors, officers, agents, parent companies, affiliates, or employees (the “"Indemnitee”") that intends intend to claim indemnification under this Section 9 Article, such Indemnitee shall promptly notify the other party Party (the “"Indemnitor”") in writing of any alleged loss, claim, damage, liability or action in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, be entitled to assume sole Control of the defense thereof with counsel mutually satisfactory to the parties, including the right to settle the action on behalf of the Indemnitee on any terms selected by the Indemnitor deems desirable in and approved by the exercise Indemnitee, such approval not to be unreasonably withheld; provided, however, that if representation of its sole discretion, except that Indemnitee by such counsel first selected by the Indemnitor would be inappropriate due to a conflict of interest between such Indemnitee and any other Party represented by such counsel, then Indemnitor shall notselect other counsel for the defense of Indemnitee, without with the Indemnitee’s prior written consentfees and expenses to be paid by the Indemnitor, settle such other counsel to be approved by Indemnitee and such approval not to be unreasonably withheld. The indemnity agreement in this Article shall not apply to amounts paid in settlement of any such claim loss, claim, damage, liability or action if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee or imposes any obligation on the Indemnitee other than a monetary obligationIndemnitor, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationwhich consent shall not be unreasonably withheld. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty action, if prejudicial to its ability to defend such action but action, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article, but the omission to so deliver notice to the extent the Indemnitor is materially prejudiced by the delaywill not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article. At the Indemnitor’s request The Indemnitees under this Article, its directors, officers, employees and expenseagents, the Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or liability covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.

Procedure. A party (the “"Indemnitee”") that intends to claim indemnification under this Section 9 Article 8 shall promptly notify the other party (the “"Indemnitor”") of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, and to the extent the Indemnitor so desiresdesires jointly with any other indemnitor similarly notified, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf fees and expenses to be paid by the Indemnitor, if representation of the Indemnitee on any terms by the counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this Article 8 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part prior express written consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. 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 action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such claim, demand, action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this Article 8 with respect thereto, but the omission so to deliver notice to the extent the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, shall not relieve it of any liability that it may have to the Indemnitee otherwise than under this Article 8. The Indemnitor may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of the Indemnitee without the prior express written consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, its employees and agents, shall reasonably cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimArticle 8.

Procedure. A party (the “Indemnitee”) that intends to claim indemnification under this Section ARTICLE 9 shall promptly notify the other party (the “Indemnitor”) of any loss, claim, damagedemand, liability action or action in respect of other proceeding for which the Indemnitee intends to claim such indemnification, and the . The Indemnitor shall have the right to participate in, and, to the extent the Indemnitor so desires, jointly with any other indemnitor similarly noticed, to assume sole Control of the defense thereof with counsel mutually satisfactory to selected by the partiesIndemnitor; provided, including however, that the Indemnitee shall have the right to settle retain its own counsel, with the action on behalf reasonable fees and expenses to be paid by the Indemnitee, if the Indemnitee reasonably determines that representation of the Indemnitee on any terms by counsel retained by the Indemnitor deems desirable would be inappropriate due to actual or potential differing interests between the Indemnitee and any other party represented by such counsel in the exercise such proceedings. The indemnity obligations under this ARTICLE 9 shall not apply to amounts paid in settlement of its sole discretionany claim, except that the Indemnitor shall notdemand, without the Indemnitee’s prior written consent, settle any such claim action or other proceeding if such settlement contains a stipulation to or admission or acknowledgment of any liability or wrongdoing on is effected without the part consent of the Indemnitee Indemnitor, which consent shall not be unreasonably withheld or imposes any obligation on the Indemnitee other than a monetary obligation, and only to the extent the Indemnitor assumes directly, and in full, such obligation and is able to fulfill such obligationdelayed. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any such action shall not affect or limit Indemnitor’s duty other proceeding, if prejudicial to its ability to defend such action but or other proceeding, shall relieve such Indemnitor of any liability to the Indemnitee solely under this ARTICLE 9, but the omission so to deliver notice to the extent Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this ARTICLE 9. The Indemnitor may not settle, or otherwise consent to an adverse judgment in, any such action or other proceeding that diminishes the Indemnitor is materially prejudiced by the delay. At the Indemnitor’s request and expense, rights or interests of the Indemnitee without the express written consent of the Indemnitee. The Indemnitee, its employees and agents, shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any actionclaim, claim demand, action or liability other proceeding covered by this indemnification and provide full information with respect thereto. Subject to the Indemnitee’s fulfillment of its obligations under this Section 9.3, the Indemnitor shall pay any damages, costs or other amounts awarded against the Indemnitee (or payable by the Indemnitee pursuant to a settlement agreement entered into by the Indemnitor) in connection with such claimindemnification.