In the event that any BIOX Indemnitees or RKDA Indemnitees receive or incur any claims for which indemnity may be sought, the party indemnified hereunder (the “Indemnified Party”) shall notify the parties providing indemnification (the “Indemnifying Party”) by written notice promptly after discovery of the filing or assertion of any claim against Indemnified Party; provided that, any delay or failure to notify Indemnifying Party shall not relieve it from any liability except to the extent such failure materially prejudices the ability of Indemnifying Party to defend such claim. In the event that an indemnification matter does not involve a Third Party claim, subject to compliance with [Section 6.5.2] below, the Indemnified Party shall provide written notice of such claim to the Indemnifying Party, in response to which the Indemnifying Party will either # object to such claim by delivering a written notice specifying in reasonable detail the basis for such objection within thirty (30) days after delivery by the Indemnified Party of such claim notice (the “Dispute Statement”) or # if a Dispute Statement is not received by the Indemnified Party within such thirty (30) day period, the amount set forth in the claim notice shall be deemed accepted by the Indemnifying Party. If the Indemnifying Party delivers to the Indemnified Party a Dispute Statement applicable to all or any portion of a claim within the thirty (30) day period set forth above, then the amount in dispute set forth in the Dispute Statement shall not be payable to the Indemnified Party until either # Indemnified Party and Indemnifying Party jointly agree in writing to the resolution of the amount in dispute in such Dispute Statement, or # a court of competent jurisdiction enters a final and non-appealable order regarding the claim and the amount in dispute in such Dispute Statement. Within five (5) business days after a final determination of each claim pursuant to this [Section 6.5.1], the Indemnifying Party shall pay the Indemnified Party the amount of damages sustained or incurred by the Indemnified Party which have not previously been paid

. If an Indemnified Party seeks indemnification under this Article VI with respect to any matter which does not involve a Third-Party Claim, the Indemnified Party shall give written notice to the Indemnifying Party promptly after discovering the liability, obligation or facts giving rise to such claim for indemnification, describing the nature of the claim in reasonable detail, the amount thereof (if known and quantifiable), and the basis thereof; provided, that any failure to so notify or any delay in notifying the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except if and to the extent the Indemnifying Party is materially prejudiced thereby. If the Indemnifying Party does not notify the Indemnified Party in writing within thirty (30) days from its receipt of the indemnity notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed to indemnify the Indemnified Party from and against the entirety of any Losses described in the indemnity notice. If the Indemnifying Party has delivered an indemnity dispute notice to the Indemnified Party, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution to such dispute. If the Indemnifying Party and the Indemnified Party cannot resolve such dispute within thirty (30) days after delivery of the indemnity dispute notice, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.