Process. As a condition to an Institute Indemnitee’s or Licensee Indemnitee’s (each, an “Indemnitee”) right to receive indemnification under Section 15.1 or [Section 15.2], as applicable, an Indemnitee shall: # promptly notify (not to exceed thirty (30) days) the indemnifying Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; # reasonably cooperate, and cause the individual Indemnitees claiming indemnification under this Article 15 to reasonably cooperate, with the indemnifying Party in the defense, settlement or compromise of such claim or suit; and # permit the indemnifying Party to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which # admits fault or negligence on the part of any Indemnitee; # commits any Indemnitee to take, or forbear to take, any action, without the prior written consent of the other Party (which consent in the case of either (i) or (ii) shall not be unreasonably withheld, delayed or conditioned), or # where the indemnifying Party is Licensee, grant any rights under the Patent Rights except for Sublicenses permitted under Article 2. The Indemnitees shall reasonably cooperate with the indemnifying Party and its counsel in the course of the investigation of, preparation for and defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses, and provided further that no Indemnitee may compromise or settle any such Third Party claim without the indemnifying Party’s written consent.

Process.As a condition to an Institute Indemnitee’s right to receive indemnification under Section 15.1, an Institute Indemnitee shall: # promptly notify (not to exceed thirty (30) days) Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; # reasonably cooperate, and cause the individual Institute Indemnitees to reasonably cooperate, with the indemnifying Party in the defense, settlement or compromise of such claim or suit; and # permit the indemnifying Party to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which # admits fault or negligence on the part of any Institute Indemnitee; # commits any Institute Indemnitee to take, or forbear to take, any action, without the prior written consent of Institute (which consent in the case of either (i) or (ii) shall not be unreasonably withheld, delayed or conditioned), or # grant any rights under the Patent Rights except for Sublicenses permitted under Article 2. The Institute Indemnitees shall reasonably cooperate with Licensee and its counsel in the course of the investigation of, preparation for and defense of any such

Procedure. A Party that intends to claim indemnification under this Article 15.3 (the “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) in writing of any Third Party Claim, in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall have sole control of the defense and/or settlement, provided the Indemnitor may not settle the Third Party Claim without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed, in the event such settlement materially adversely impacts the Indemnitee’s rights or obligations, and further provided that the Indemnitor shall keep the Indemnitee regularly informed of the status of the defense of the Third Party Claim and shall take into consideration the Indemnitee’s reasonable comments thereon. The Indemnitee shall have the right to participate (but not control) and be represented in any suit or action by advisory council of its selection and ​. ​. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any action with respect to a Third Party Claim, if prejudicial to its ability to defend such action, shall relieve such Indemnitor of any liability to the Indemnitee under this Article 15.3, but the omission to so deliver written notice to the Indemnitor shall not relieve the Indemnitor of any liability that it may have to any Indemnitee otherwise than under this Article 15.3. The Indemnitee under this Article 15.3 shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action with respect to a Third Party Claim covered by this indemnification.

Procedure. A Party that intends to claim indemnification under this Section 13.1 (the “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) in writing of any Claim in respect of which the Indemnitee intends to claim such indemnification. The failure to deliver written notice to the Indemnitor within a reasonable time after the commencement of any action with respect to a Claim shall only relieve the Indemnitor of its indemnification obligations under this Section 13.1 if and to the extent the Indemnitor is actually and materially prejudiced thereby. The Indemnitor has sole control of the defense or settlement thereof. The Indemnitee shall cooperate fully with the Indemnitor and its legal representatives in the investigation of any action with respect to a Claim covered by this indemnification. The Indemnitee may participate at its expense in the Indemnitor’s defense of and settlement negotiations for any Claim with counsel of the Indemnitee’s own selection. The Indemnitor shall not settle any Claim without the prior written consent of the 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: # 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 # the Indemnitor shall remain responsible to indemnify the Indemnitee as provided in this Section 13.1.

As a condition to a Institutions Indemnitee’s right to receive indemnification under this [Section 7.1], Institutions shall: # promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; # reasonably cooperate, and cause the individual Institutions Indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and # permit the Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which # admits fault or negligence on the part of Institutions or any other Institutions Indemnitee; # commits Institutions or any other Institutions Indemnitee to take, or forbear to take, any action, without the prior written consent of Institutions, or # grant any rights under the Institutions Patent Rights except for Sublicenses permitted under Article 2. Institutions shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses.

Procedures. Any indemnified party submitting an indemnity claim under this Section 13, as applicable (“Indemnified Party”), shall: # promptly notify the indemnifying Party (“Indemnifying Party”), of such claim in writing and furnish the Indemnifying Party with a copy of the applicable communication, notice or other action relating to the event for which indemnity is sought; provided that, no failure to provide such notice pursuant to this clause (a) shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; # give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and # give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that in the case of the [foregoing clauses (b) and (c)])], the Indemnifying Party shall not, without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement # is solely for monetary damages (for which the Indemnifying Party shall be responsible), # does not impose injunctive or other equitable relief against the Indemnified Party and # includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. The Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

A Party’s indemnification obligations are subject to the following: # such Indemnified Party notifies the Indemnifying Party within fifteen (15) days of such claim, action or proceeding, and # such Indemnified Party cooperates with the Indemnifying Party in the defense thereof. Notwithstanding the foregoing, a delay in notice does not relieve an Indemnifying Party of any liability to an Indemnified Party, except to the extent the indemnifying Party shows that the delay prejudiced the defense of the action. The Indemnified Party shall have no right to settle any claim, action, or proceeding without the written consent of the Indemnifying Party without waiving the indemnity hereunder. The Indemnifying Party, in the defense of any such claim, action or proceeding, except with the written consent of such Indemnified Party, shall not consent to entry of any judgment or enter into any settlement which either # does not include, as an unconditional term, the grant by the claimant to such Indemnified Party of a release of all liabilities in respect of such claims or # otherwise adversely affects the rights of such Indemnified Party. Notwithstanding the foregoing, the Indemnifying Party shall not be required to indemnify such Indemnified Party to the extent any claims, actions or proceeding arise out of or relate to # a breach by such Indemnified Party of its representations or warranties or agreements made herein, or # such Indemnified Party’s negligence or willful misconduct.