Indemnification Procedures. Each of the foregoing agreements to Indemnify is conditioned on the relevant [[Adimab:Organization]] Indemnitees or iTeos Indemnitees # providing prompt written notice of any Third-Party Claim giving rise to an indemnification obligation hereunder, # permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Third-Party Claim (as, but only to the extent and for such period of time, such Third-Party Claim solely involves monetary damages and such indemnifying Party agrees in writing with such indemnified Party that the indemnifying Party shall be solely responsible for any and all such monetary damages), # providing reasonable assistance in the defense of such claim at the indemnifying Party’s reasonable expense, and # not compromising or settling such Third- Party Claim without the indemnifying Party’s advance written consent. If the Parties cannot agree as to the application of the foregoing Sections 8.1 (Indemnification by [[Adimab:Organization]]) and 8.2 (Indemnification by iTeos), each may conduct separate defenses of the Third-Party Claim, and each Party reserves the right to claim indemnity from the other in accordance with this Article 8 (Indemnification) upon the resolution of the underlying Third-Party Claim.

Indemnification Procedures. Each of the foregoing agreements to Indemnify is conditioned on the relevant [[Adimab:Organization]] Indemnitees or [[Alector:Organization]] Indemnitees # providing prompt written notice of any Third-Party Claim giving rise to an indemnification obligation hereunder, # permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such Third-Party Claim (but only to the extent and for such period of time as such indemnifying Party agrees in writing with such indemnified Party that the indemnifying Party will be solely responsible for any and all such monetary damages), # providing reasonable assistance in the defense of such claim at the indemnifying Party’s reasonable expense, and # not compromising or settling such Third-Party Claim without the indemnifying Party’s advance written consent. If the Parties cannot agree as to the application of the foregoing [Section 8.1] (Indemnification by [[Adimab:Organization]]) and [Section 8.2] (Indemnification by [[Alector:Organization]]), each may conduct separate defenses of the Third-Party Claim, and each Party reserves the right to claim indemnity from the other in accordance with this Article 8 (Indemnification) upon the resolution of the underlying Third-Party Claim.