If any Seller Indemnitees or Purchaser Indemnitees (an “Indemnitee”) entitled to seek indemnification under this [Article 6] receives notice of the assertion, commencement or institution of a claim, suit, action or proceeding, or the imposition of a penalty or assessment by a third party that is not an Indemnitee (a “Third-Party Claim”), and the Indemnitee intends to seek indemnification hereunder for such Third-Party Claim, then the Indemnitee shall promptly provide the party against whom such indemnification may be sought (the “Indemnifying Party”) with written notice of such Third-Party Claim (including any written demand, complaint, petition, summons or similar document relating thereto that is then in the Indemnitee’s possession), but in any event not later than 30 calendar days after receipt of notice of such Third-Party Claim. Any delay in providing, or the failure to provide such notification, shall not affect the right of the Indemnitee to indemnification hereunder except in the event that such delay or failure extends past the applicable survival expiration date set forth in Section ‎6.1, or to the extent that the Indemnifying Party is materially prejudiced by the delay or failure.

Other Actions by Third Parties. Each Party will promptly notify the other Party in the event of any legal or administrative action by any Third Party involving any Licensed Patent Rights of which it becomes aware, including any nullity, revocation, interference, reexamination, inter partes review, post grant review or compulsory licensing proceeding. Axsome will have the first right, but not the obligation, to defend against any such action involving any Licensed Patent Rights, in its own name or Licensee’s name (to the extent permitted by Applicable Law), and any such defense will be at Licensee’s expense. Licensee, at Axsome’s request, agrees to join in any such action at Licensee’s expense and in any event to cooperate with Axsome at Licensee’s expense. If Axsome fails to defend against any such action involving a Licensed Patent Right, then Licensee will have the right to defend such action, in its own name and at its own expense.

Binding on Affiliated Third Parties. This Agreement shall inure to the benefit of and shall be binding upon GRVE and Hymers and their respective agents, representatives, executors, administrators, trustees, personal representatives, partners, directors, officers, shareholders, agents, attorneys, insurers, employees, representatives, predecessors, successors, heirs and assigns.

Direct Advances to Third Parties. At ​’s option, but subject to the provisions of [Section 4.1.22(c)], ​ may make any or all Additional Advances directly or through the Title Company to # General Contractor or any Major Trade Contractor for construction expenses which shall theretofore have been approved by ​ and for which ​ shall have failed to make payment, # ​’s Architect to pay its fees to the extent funds are allocated thereto in the Project Budget, # the Construction Consultant to pay its fees and disbursements, # ​’s counsel to pay its fees and disbursements, # to itself to pay # any installment of interest due under the Building Loan Note, # any expenses incurred by ​ which are reimbursable by ​ under the Building Loan Documents (including, without limiting the generality of the foregoing, reasonable attorneys’ fees and expenses and other fees and expenses incurred by such ​), provided that ​ shall theretofore have received notice from ​ that such expenses have been incurred and ​ shall have failed to reimburse ​ for said expenses beyond any grace periods provided for said reimbursement under the Building Loan Note, this Agreement or any of the other Building Loan Documents, or # following an Event of Default, any other sums due to any ​ under the Building Loan Note, this Agreement or any of the other Building Loan Documents, all to the extent that the same are not paid by the respective due dates thereof, # to pay Taxes and/or Insurance Premiums, and # any other Person to whom ​ in good faith determines payment is due and any portion of the Building Loan so disbursed by ​ shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. The execution of this Agreement by ​ shall, and hereby does, constitute an irrevocable authorization so to advance the proceeds of the Building Loan directly or through the Title Company to such Persons in accordance with this [Section 2.20(c)] as amounts become due and payable to them hereunder and any portion of the Building Loan so disbursed by ​ shall be deemed disbursed as of the date on which the Person to whom payment is made receives the same. No further authorization from ​ shall be necessary to warrant such direct Additional Advances to such relevant Person, and all such Additional Advances shall satisfy the obligation of ​ hereunder and shall be secured by the Building Loan Mortgage and the other Building Loan Documents as fully as if made directly to ​.

Infringement Claims by Third Parties. If either # any Licensed Product Developed, made, Commercialized or otherwise exploited by or under authority of Arcus becomes the subject of a Third Party’s claim or assertion of infringement of a patent relating to the manufacture, use, sale, offer for sale or importation of such Licensed Product in the Field in the Territory, or # if a declaratory judgment action is brought naming either Party as a defendant and alleging invalidity of any of the Licensed Patents in the Territory, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names it as a defendant (the “Defending Party”). If WuXi is named in such legal action ​ CERTAIN INFORMATION IN THIS DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

Confidential Information of Third Parties. Carter represents and warrants to Trecora that: # Carter is not bound by any agreement, whether formal or informal, verbal or written, that would preclude Carter from entering into this Agreement with Trecora, # Carter will not use or disclose any confidential information, proprietary information, or trade secrets of any previous employer or other third party in the performance of his Consulting Services under this Agreement; and # Carter has not taken and will not take any confidential information, proprietary information, or trade secrets of any previous employer or other third party for use in the performance of his Consulting Services under this Agreement.

If TRIS, AYTU or their Affiliates, shall be sued or threatened with suit during the Term or with respect to actions during the Term by a Third Party for infringement of any patent of a Third Party or for misappropriation of any Third Party know-how, trade secret, proprietary, technical or confidential or the development, manufacture and commercialization of a Product (which for purposes of this Section 7 includes an AG Product) in the Territory (other than infringement or misappropriation of any copyright or trademark arising out of the marketing and/or sale of a Product in the Territory during the Term) (each, an “Infringement Action”), such Party shall promptly notify the other Party in writing (whether such action was brought against AYTU or TRIS). During the Term and thereafter with respect to events arising during the Term, TRIS shall have the right, but not the obligation, to undertake control of and manage and defend such Infringement Action, including, without limitation, selection of counsel, and settling such Infringement Action subject to AYTU’s consent as set forth below. AYTU shall, promptly upon TRIS’s request, provide reasonable assistance in conducting the litigation. TRIS shall have the right to settle the Infringement Action only with the consent of AYTU, not to be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, AYTU shall not have the right to settle such action.

License Fees to Third Parties. In the event that either AYTU or TRIS during the Term learns of any Third Party patents which may cover the manufacturing, marketing, testing or packaging of the Product in the Territory, such Party will promptly notify the other Party. The Parties agree to confer in good faith regarding such potential infringement risk and to explore reasonable alternatives for avoiding such risk and to provide such information to each other as either Party may reasonably request. If the risk of such infringement can be avoided or substantially reduced by the taking of a Third Party license then the Parties shall use Commercially Reasonable Efforts to obtain such Third Party license, provided that the consent of both Parties, not to be unreasonably withheld, conditioned or delayed shall be required to obtain such license and shall share the costs and expenses, licensing fees and royalties during the Term payable for and under such license in accordance with the Parties’ Expense Allocation.

No Benefit to Third Parties. Except as provided in Article 11, the covenants and agreements set forth in this Agreement are for the sole benefit of the Parties hereto and their successors and permitted assigns, and they shall not be construed as conferring any rights on any other Persons.

Contracts (Rights of Third Parties) Act. A person who is not a party to this Agreement has no rights (whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise) to enforce any provision of this Agreement.