has maintained and will maintain its financial statements, accounting records and other entity documents separate from any other Person; provided, however, that any entity may have financial statements consolidated with those of another Person as long as such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity;

Upon receipt by an Indemnifying Entity of a Claim Notice in respect of an action or claim described in Section 8.03(a)(i), the Indemnifying Entity shall be entitled to: # assume and have sole control over the defense of such action or claim at its sole cost and expense (subject to the last sentence of this Section 8.03(b)) and with its own counsel if it gives written notice to the Indemnified Entity of its intention to do so and acknowledges its unqualified obligation to indemnify the Indemnified Entity as provided hereunder within thirty (30) days of the receipt of such notice from the Indemnified Entity (or sooner, if the nature of the Third Party Claim so requires); provided, that the Indemnifying Entity’s retention of counsel shall be subject to the prior written consent of the Indemnified Entity if such counsel creates a conflict of interest under applicable standards of professional conduct and provided, further that the Indemnifying Entity shall not be entitled to assume and have control over such defense if such action or claim arises in connection with a criminal proceeding (provided, that the Indemnifying Entity shall be entitled to participate in such defense, with counsel reasonably acceptable to the Indemnified Entity, at such Indemnifying Entity’s sole cost and expense); and # negotiate a settlement or compromise of such action or claim; provided, that # such settlement or compromise shall include a full and unconditional waiver and release by the Third Party of all Indemnified Entities (without any cost or liability of any nature whatsoever to such Indemnified Entities) and # any such settlement or compromise shall be permitted hereunder only with the prior written consent of the Indemnified Entity, which consent shall not be unreasonably withheld, conditioned or delayed. If, within thirty (30) days following receipt from an Indemnified Entity of any Claim Notice with respect to a Third Party action or claim (or sooner, if the nature of the Third Party Claim so requires), the Indemnifying Entity # advises such Indemnified Entity in writing that the Indemnifying Entity shall not elect to defend, settle or compromise such action or claim, # is not entitled to assume and control the defense of such action or claims, or # fails to make such an election in writing, then such Indemnified Entity may, at its option, defend, settle or otherwise compromise or pay such action or claim; provided, that any such settlement or compromise shall be permitted hereunder only with the written consent of the Indemnifying Entity, which consent shall not be unreasonably withheld, conditioned or delayed. Unless and until the Indemnifying Entity makes an election in accordance with this Section 8.03(b) to defend, settle or compromise such action or claim, all of the Indemnified Entity’s reasonable costs and expenses arising out of the defense, settlement or compromise of any such action or claim shall be Indemnifiable Losses subject to indemnification hereunder to the extent provided herein. Each Indemnified Entity shall make available to the Indemnifying Entity all information reasonably available to such Indemnified Entity relating to such action or claim, except as may be prohibited by applicable Law or necessary to protect any privilege. In addition, the Parties shall render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such action or claim. The Party in charge of the defense shall keep the other Parties fully and timely apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. If the Indemnifying Entity elects to defend any such action or claim, then the Indemnified Entity shall be entitled to participate in such defense (which participation rights shall include the right to attend any meetings with a Third Party or hearings or proceedings before any Governmental Entity to the extent they relate to such claim and to receive promptly copies of all pleadings, notices and communications related to such claim) with counsel reasonably acceptable to the Indemnifying Entity, at such Indemnified Entity’s sole cost and expense except if # a conflict of interest in relation to such action or claim exists between the Indemnifying Entity and the Indemnified Entity in the reasonable judgment of the Indemnified Entity or # such action or claims seeks an injunction or equitable relief against the Indemnified Entity. The Indemnifying Entity must conduct its defense of any Third Party Claim described herein reasonably actively and diligently in order to preserve its rights in this Section 8.03(b). Notwithstanding anything to the contrary, Section 5.03(b) and not this Section 8.03(b) shall govern the conduct of any Tax Contest.

“Person” shall mean any individual, estate, partnership, limited liability company, corporation, trust, governmental entity or any other legal entity and any unincorporated association.

"Affiliate" means a legal entity which controls, or which is controlled by, or which is controlled by an entity which controls, the Company.

the name and state of domicile of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”);

an amalgamation or merger between an Obligor and another entity in connection with a Permitted Acquisition where such Obligor is the surviving entity.

“Governmental Entity” means any domestic or foreign governmental or regulatory authority, agency, commission, body, court or other legislative, executive or judicial governmental entity.

“Representatives” shall mean, with respect to any Entity, the officers, directors, managers, employees, agents, attorneys, accountants, advisors, clinical investigators and representatives of such Entity, as applicable.

“Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in the election of directors of such entity.

“Affiliate” shall mean any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than 50% of such entity.