To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine

​ shall defend against such action or claim against a ​. ​ shall defend against such action or claim against a ​. Any costs and expenses with respect to such defense with respect to such Patent Rights shall be borne by the Party defending such action. Notwithstanding the foregoing, if ​ fails to assume such defense in respect to any ​ or its Affiliate or Sublicensee shall have the right to defend against such action or claim. For clarity, ​.

Executive’s termination of employment shall mean a “separation from service” within the meaning of Code Section 409A. Notwithstanding anything herein to the contrary, this Agreement shall, to the maximum extent possible, be administered, interpreted and construed in a manner consistent with Code Section 409A; provided, that in no event shall the Company have any obligation to indemnify the Executive from the effect of any taxes under Code Section 409A.

Notice; Defense of Claims. Each party to this Agreement shall give prompt written notice to the other party or parties to this Agreement under each claim for indemnification hereunder specifying the amount and nature of the claim, and of any matter which is likely to give rise to an indemnification claim. Each party to this Agreement has the right to participate at its own expense in the defense of any such matter or its settlement, or the indemnifying party may take over the defense of such matter so long as such defense is reasonably expeditious, and in the event the indemnifying party is defending such matter, the indemnified party shall not consent to the entry of judgment or enter into any settlement by which such indemnifying party is to be bound and which settlement does not include as an unconditional term the giving by the indemnified party and the claimant or plaintiff to such indemnifying party of a release from all liability in respect to such claim or litigation. Failure to give timely notice of a matter which may give rise to an indemnification claim shall not affect the rights of the indemnified party to collect such claims from the indemnifying party except to the extent such failure to so notify

If the Indemnified Party controls the defense of any Third-Party Claim, the Indemnified Party may settle such Third-Party Claim with the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

commence any litigation or similar proceeding against any person or entity other than in connection with the defense of any claim arising out of the provision of Professional Services by a Provider Professional, provided that Provider shall consult with Manager prior to initiating any such defense;

In the event that any GSK Indemnified Party intends to seek indemnification for any claim under [Section 14.1], it shall inform CBP of the claim promptly after receiving notice of the claim and shall permit ​ to direct and control the defense of the claim and shall provide such reasonable assistance as is reasonably requested by CBP (at CBP’s cost) in the defense of the claim provided that nothing in this [Section 14.2] shall permit ​ to make any admission on behalf of any GSK Indemnified Party, or to settle any claim or litigation which would impose any financial obligations on GSK or an GSK Indemnified Party without the prior written consent of GSK, such consent not to be unreasonably withheld or delayed.

A Party that intends to claim indemnification (the “Indemnitee”) under [Section 6.1 or 6.2] shall promptly notify the other party (the “Indemnitor”) in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Indemnitee intends to claim such indemnification (for purposes of this Section 6, 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, at its own expense, with counsel of its own choosing in the defense and/or settlement of such Claim. The Indemnitor shall not settle any Claim without the consent of the Indemnitee, which consent shall not be unreasonably withheld or delayed. The Indemnitee, and its

If the claim or demand set forth in the Notice of Claim given by [[Organization A:Organization]] pursuant to Section 6.03(a) hereof is a claim or demand asserted by a third party, the [[WESTERN SHAREHOLDERS:Organization]] shall have fifteen (15) days after the date on which Notice of Claim is given to notify [[Organization A:Organization]] in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the [[WESTERN SHAREHOLDERS:Organization]] elect to defend such third party claim or demand, [[Organization A:Organization]] shall make available to the [[WESTERN SHAREHOLDERS:Organization]] and its agents and representatives all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist the [[WESTERN SHAREHOLDERS:Organization]] in the defense of, such third party claim or demand, and so long as the [[WESTERN SHAREHOLDERS:Organization]] are defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If [[WESTERN SHAREHOLDERS:Organization]] elect to defend such third party claim or demand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel to the [[WESTERN SHAREHOLDERS:Organization]] could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend them in any such action or proceeding and the [[WESTERN SHAREHOLDERS:Organization]] will pay the fees and expenses of such counsel. If the [[WESTERN SHAREHOLDERS:Organization]] do not elect to defend such third party claim or demand or do not defend such third party claim or demand in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the [[WESTERN SHAREHOLDERS:Organization]]’ expense, to defend such third party claim or demand; provided, however, that # such Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; # such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the [[WESTERN SHAREHOLDERS:Organization]] under the agreements of indemnification set forth in this Article VI; and # such Indemnified Party may not settle any claim without the consent of the [[WESTERN SHAREHOLDERS:Organization]], which consent shall not be unreasonably withheld or delayed.

To the extent that the Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice, the Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section 9(b)) shall be required.