Indemnification of Purchaser. Subject to the provisions of this [Section 6.7], the Company will indemnify and hold the Purchaser and his partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls the Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party”) harmless from any and all Losses that any such Purchaser Party may suffer or incur as a result of or relating to # any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or in the other Transaction Documents or # any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not an Affiliate of such Purchaser Parties, with respect to any of the transactions contemplated by the Transaction Documents (unless such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Parties may have with any such stockholder or any violations by such Purchaser Parties of state or federal securities laws or any conduct by such Purchaser Parties which constitutes fraud, gross negligence, willful misconduct or malfeasance of such Purchaser Party). If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that # the employment thereof has been specifically authorized by the Company in writing, # the Company has failed after a reasonable period of time to assume such defense and to employ counsel or # in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable to any Purchaser Party under this Agreement # for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or # to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this [Section 6.7] shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any liabilities the Company may be subject to pursuant to law.

Indemnification By Purchaser. Subject to the other terms and conditions of this Section 5, Purchaser shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification By Purchaser. Subject to the other terms and conditions of this Section 5, Purchaser shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

Indemnification by Purchaser. Purchaser shall defend, indemnify, and hold harmless Dynavax and its Affiliates and their respective directors, officers, employees, and agents (each, a “Dynavax Indemnitee”) from and against any and all Losses incurred by the Dynavax Indemnitees as a result of any Claim to the extent caused by: # the breach by any Purchaser Indemnitee of any warranty, representation, covenant, or agreement made by Purchaser in this Agreement, # the negligence, gross negligence or willful misconduct of any Purchaser Indemnitee, or # the disposition by or on behalf of Purchaser of any Product manufactured with CpG Materials under this Agreement, including claims that the manufacture, use, supply, import or export of Product (excluding the CpG Materials), infringes or misappropriates a Third Party’s intellectual property rights; except, in each case ((a)-(c)), to the extent such Losses or Claims result from an event for which Dynavax has an obligation to indemnify Purchaser under Section 9.1.

Indemnification by Purchaser. Subject to the limitations set forth in this Article 12 and any other express provision of this Agreement, from and after Closing Purchaser shall indemnify, defend and hold harmless Seller’s Indemnitees from and against any Indemnification Loss incurred by Seller’s Indemnitee to the extent resulting from # any breach of any representation or warranty of Purchaser in this Agreement, # any breach by Purchaser of any of its covenants or obligations under this Agreement, and # any Assumed Liabilities.

Indemnification by Purchaser. Subject to [Section 9.5] hereof, the Purchaser hereby agrees to reimburse, defend, indemnify and hold harmless the Sellers and their respective directors, officers, employees, stockholders, members, managers, partners, agents, attorneys, representatives, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) from and against any and all Losses relating to, based upon, resulting from or arising out of:

Indemnification by Purchaser and Purchaser Representative. Subject to the limitations set forth in this [Article VII], from and after the Closing, each of Purchaser and Purchaser Representative shall indemnify Seller against any and all Losses incurred by Seller or its trustees, directors, officers, employees or agents (each, a “Seller Indemnified Party”), to the extent arising or resulting from any of the following:

Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

Experience of the Purchaser. The Purchaser is knowledgeable, sophisticated and experienced in financial and business matters, in making, and is qualified to make, decisions with respect to investments in securities representing an investment decision like that involved in the purchase of the Notes, including investments in securities issued by the Company and comparable entities, has the ability to bear the economic risks of an investment in the Notes, has undertaken an independent analysis of the merits and the risks of an investment in the Notes, based on the Purchaser’s own financial circumstances. The Purchaser has had the opportunity to request, receive, review and consider all information it deems relevant in making an informed decision to purchase the Notes and to ask questions of, and receive answers from, the Company concerning such information.