CONFIDENTIAL TREATMENT REQUESTED UNDER RULE 24B-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
[*****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.
of Claim. All indemnification claims in respect of a Party, its Affiliates or its or
their respective directors, officers, employees and agents shall be made solely by such Party to this Agreement (the “Indemnified
Party”). The Indemnified Party shall give the indemnifying Party written notice as soon as reasonably practicable (an
“Indemnification Claim Notice”) of any Losses or discovery of fact upon which such Indemnified Party intends
to base a request for indemnification under this Article 11, but in no event shall the indemnifying Party be liable for any
Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the
claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The
Indemnified Party shall furnish promptly to the indemnifying Party copies of all papers and official documents received in respect
of any Losses and Third Party Claims.
of Defense. At its option, the indemnifying Party may assume the defense of any Third
Party Claim by giving written notice to the Indemnified Party within thirty (30) days after the indemnifying Party’s receipt
of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be
construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third
Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified
Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint
as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party; provided
that it obtains the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned
or delayed). In the event the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately
deliver to the indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party
in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided
in Section 11.3.3, the indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently
incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim unless specifically
requested in writing by the indemnifying Party. In the event that it is ultimately determined that the indemnifying Party is not
obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Third Party Claim, the Indemnified
Party shall reimburse the indemnifying Party for any and all costs and expenses (including attorneys’ fees and costs of
suit) and any Losses incurred by the indemnifying Party in its defense of the Third Party Claim.