Control of Defense. In the event that an Indemnified Party becomes aware of a Third Party Proceeding which constitutes a matter for which either # the Indemnified Party is entitled to indemnification under Section 8.2 or [Section 8.4], as applicable, or # if determined adversely to the Indemnified Party, would provide a basis for a claim for indemnification under Section 8.2 or [Section 8.4], as applicable (each such claim, a “Third Party Indemnifiable Claim”), and with respect to the defense of such Third Party Indemnifiable Claim, and subject to the limitations on settlement set forth in [Section 8.6(c)], the Indemnified Party shall assume and control the settlement and defense of such Proceeding and appoint and select lead counsel. The Indemnified Party shall keep the Seller or the Purchaser, as applicable, reasonably informed of the defense of such Proceeding by providing copies of any pleadings or other material communications, to the extent that receipt of such documents does not affect any privilege relating to any Indemnified Party. The Indemnifying Party shall (and shall cause its respective Affiliates to) provide reasonable cooperation to the Indemnified Party in connection with the defense or settlement of such Proceeding, including by making available, at the Indemnified Party’s expense, such witnesses, records, materials and other information in such Person’s possession or under such Person’s control as may be reasonably requested by the Indemnifying Party.

Control of Defense. The Indemnitee hereby grants the Indemnitor the right to assert sole management and control, at the Indemnitor’s sole expense, of the defense of such Third Party Claim and its settlement; provided, however, that the Indemnitor shall not settle any such Third Party Claim without the prior written consent of the Indemnitee if such settlement does not include a complete release from liability or if such settlement would involve the Indemnitee undertaking an obligation (including the payment of money by the Indemnitee), would bind or impair the Indemnitee, or includes any admission of wrongdoing by the Indemnitee or that any intellectual property or proprietary right of Indemnitee or this Agreement is invalid, narrowed in scope or unenforceable. The assertion of the defense of a Third Party Claim by the Indemnitor shall not be construed as an acknowledgment that the Indemnitor is liable to indemnify the

Defense of Claims. Each party entitled to indemnification under this Article VIII (the “Indemnified Party”) agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly give notice shall not preclude such Indemnified Party from obtaining indemnification under this Article VIII, except to the extent, and only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim at its own expense with counsel of its choice; provided, however, that: # such counsel shall have been approved by the Indemnified Party prior to engagement, which approval shall not be unreasonably withheld or delayed; # the Indemnified Party may participate in such defense, if it so chooses with its own counsel and at its own expense; and # any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, the Indemnifying Party shall promptly notify the Indemnified Party of its intention not to undertake to defend or compromise the claim.

Defense of Proceedings. The Company will be entitled to participate in the defense of any Proceeding or to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee, provided that in the event that # the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, # the named parties in any such Proceeding (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or # any such representation by the Company would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee will be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Proceeding) at the Company’s expense. The Company will not, without the prior written consent of the Indemnitee, effect any settlement of any Proceeding in which the Indemnitee is or could have been a party unless such settlement solely involves the payment of money and includes an unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding.

Any and all indemnification agreements you have from RMR and any RMR Companies continue to provide for the respective parties’ rights and obligations with respect to the matters set forth therein. Further, you will maintain any rights you have to indemnification and defense under any bylaws or insurance policies by RMR as well as any rights you have under the common law.

Defense of Title Each Borrower shall defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands, except Permitted Liens

Enforcement and Defense. In the event that Northern or Spero becomes aware of a suspected infringement of any Northern Patent Right, or any such Northern Patent Right is challenged in any action or proceeding (other than any interferences, oppositions, reissue proceedings or reexaminations, which are addressed above), such Party shall notify the other Party promptly, and following such notification, the Parties shall confer. Except as otherwise provided below, Spero shall have the right, but shall not be obligated, to defend any such action or proceeding or bring an infringement action with respect to such infringement at its own expense, in its own name and entirely under its own direction and control, or settle any such action or proceeding by sublicense; provided that, if there exists an issued SC Patent to serve as the basis of the infringement action in connection with such Third Party activities, Spero will limit its enforcement action to such SC Patent if so doing does not materially decrease Spero’s likelihood of success. Prior to initiating an enforcement action that uses a Northern Patent Right other than an SC Patent as the basis for the claim of infringement, Spero shall meet with Northern to discuss ways to manage the potential risk to such Northern Patent Right in connection with such enforcement action, including limiting the number and scope of claims that are asserted in connection with such action. Spero shall use good faith efforts to employ any reasonable measures agreed to by the Parties to manage such potential risk. Northern shall reasonably assist Spero in any action or proceeding being defended or prosecuted if so requested, and shall join such action or proceeding if reasonably requested by Spero or required by applicable law at Spero’s expense. After Spero has recovered an amount equal to the cost it incurred in connection with any such action or proceeding, any remaining and received amounts of compensation and/or damages paid by a third party as awarded to Spero due to the above action or proceeding shall be shared ​ percent (​) to Spero and ​ percent (​) to Northern. With respect to infringements arising out of the activities of a Third Party with a compound that is an Other Compound, Northern shall have the right, but shall not be obligated, to defend any such action or proceeding or bring an infringement action with respect to such

Control of Defense. In the event Assignor seeks indemnification under Section 9.1, Assignor shall inform Assignee of a claim as soon as reasonably practicable after Assignor receives notice of the claim (it being understood and agreed, however, that the failure by Assignor to give notice of a claim as provided in this Section 9.2 shall not relieve Assignee of Assignee’s indemnification obligation under this Agreement except and only to the extent that Assignee is actually damaged as a direct result of such failure to give notice), shall permit Assignee to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration) using counsel reasonably satisfactory to Assignor, and shall cooperate as requested (at the expense of Assignee) in the defense of the claim. If Assignee does not assume control of such defense within […​…] after receiving notice of the claim from Assignor, Assignor shall control such defense and, without limiting Assignee’s indemnification obligations, Assignee shall reimburse Assignor for all costs, including reasonable attorney fees, incurred by Assignor in defending itself within […​…] after receipt of any invoice therefor from Assignor. The party not controlling such defense may participate therein at such party’s own expense. The party controlling such defense shall keep the other party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with respect thereto. Assignor shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of Assignee, which shall not be unreasonably withheld, delayed or conditioned. Assignee shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of Assignor from all liability with respect thereto, that imposes any liability or obligation on Assignor, that acknowledges fault by Assignor without the prior written consent of Assignor.

If a Third Party Claim is made against an indemnitee, the indemnitee shall permit the indemnitor to participate in the defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of such Third Party Claim, the indemnitor shall not be liable to the indemnitee for legal expenses subsequently incurred by the indemnitee in connection with the defense thereof provided the indemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnitor, it being understood, however, that the indemnitor shall control such defense subject to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee for any period during which the indemnitor has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Third Party Claim, the Parties shall reasonably cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the indemnitor shall have assumed the defense of a Third Party Claim, the indemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the entry of any judgment with respect to such Third Party Claim without the indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Claim for Benefits. Any Participant or Beneficiary who qualifies for the payment of benefits shall file a claim for his or her benefits with the Committee on a form provided by the Committee. The claim, including any election of an alternative benefit form, shall be filed at least 30 days before the date on which the benefits are to begin. If a Participant or Beneficiary fails to file a claim by the day before the date on which benefits become payable, he shall be presumed to have filed a claim for payment for the Participant’s benefits in the standard form prescribed by Sections 10.1 or 10.2.