Indemnification Procedures. The Party claiming indemnity under this Article 11 (the “Indemnified Party”) shall give written notice to the Party from whom indemnity is being sought (the “Indemnifying Party”) promptly after learning of the claim, suit, proceeding or cause of action for which indemnity is being sought (“Claim”). The Indemnified Party shall provide the Indemnifying Party with reasonable assistance, at the Indemnifying Party’s expense, in connection with the defense of the Claim for which indemnity is being sought. The Indemnified Party may participate in and monitor such defense with counsel of its own choosing at its sole expense; provided, however, the Indemnifying Party shall have the right to assume and conduct the defense of the Claim with counsel of its choice. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, unless the settlement involves only the payment of money. So long as the Indemnifying Party is actively defending the Claim in good faith, the Indemnified Party shall not settle any such Claim without the prior written consent of the Indemnifying Party. If the Indemnifying Party does not assume and conduct the defense of the Claim as provided above, # the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to the Claim in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and # the Indemnifying Party will remain responsible to indemnify the Indemnified Party as provided in this Article 11.

If an indemnified party shall desire to assert any claim for indemnification provided for under Section 2.7 in respect of, arising out of or involving a Claim or Action against the indemnified party, such indemnified party shall notify Parent or Investor, as the case may be (the “Indemnifying Party”), in writing of such Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”) promptly after receipt by such indemnified party of written notice of the Claim; provided, that failure to provide a Claim Notice shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure. The indemnified party shall deliver to the Indemnifying Party, promptly after the indemnified party’s receipt thereof, copies of all notices and documents (including court papers) received by the indemnified party relating to the Claim; provided, however, that failure to provide any such copies shall not affect the indemnification obligations provided hereunder except to the extent the Indemnifying Party shall have been materially prejudiced as a result of such failure.

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.

Indemnification Procedures. The party making a claim under this Section 5 is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Section 5 is referred to as the “Indemnifying Party”.

Indemnification Procedures. A Party seeking indemnification under Section 12.1 or [Section 12.2] hereof (the “Indemnitee”) shall promptly notify the other Party (the “Indemnitor”) in writing of any claim, lawsuit, or other action in respect of which the Indemnitee, its Affiliates, or any of their respective directors, officers, employees, or agents intend to claim such indemnification. ​. The Indemnitee, its Affiliates and their respective directors, officers, employees and agents shall cooperate fully with the Indemnitor and its legal representatives in the investigation and defense of any claim, lawsuit or other action covered by this indemnification. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and expense.

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. Upon becoming aware or receipt of notice of any Third Party claim that may be subject to indemnification by the other Party (the “Indemnifying Party”) under this [Section 15.1] (Indemnification), any GSK Indemnitee or any ITEOS Indemnitee (each, an “Indemnitee”), as the case may be, shall promptly notify the Indemnifying Party in writing. The Indemnifying Party shall have the right, but not the obligation, to conduct and control, through counsel of its choosing, any action for which indemnification is sought, and if the Indemnifying Party elects to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee for any legal expenses of other legal counsel or any other expenses subsequently incurred by such Indemnitee in connection with the defense thereof. The Indemnifying Party may settle any action, claim or suit for which the Indemnitee is seeking indemnification; provided that the Indemnifying Party shall first give the Indemnitee advance notice of any proposed compromise or settlement and obtains such Indemnitee’s prior written approval, such approval not to be unreasonably withheld. The Parties and their employees shall cooperate fully with each other and their legal representatives in the investigation, defense, prosecution, negotiation, or settlement of any such claim or suit. Each Party’s indemnification obligations under this Article 15

Indemnification Procedures. The Indemnified Party shall give the Service Recipient prompt written notice of any claim subject to indemnification under Section 12.1; provided that the Indemnified Party’s failure to promptly notify the Service Recipient will not affect Service Recipient’s indemnification obligations except [[Organization B:Organization]] extent that any such delay prejudices Service Recipient’s ability to defend such claim. Service Recipient will defend any claim with counsel of its own choosing and subject [[Organization B:Organization]] acceptance of the Indemnified Party and settle it as Service Recipient deems appropriate; provided that Service Recipient will not enter into any settlement without the Indemnified Party’s prior written consent. At the expense of Service Recipient, the Indemnified Party will reasonably cooperate with Service Recipient in the defense and settlement of any claim subject to indemnification hereunder. At its discretion and expense, the Indemnified Party may participate in the defense, any appeals, and settlement with counsel of its own choosing, and such counsel shall have full access to all information, documents and other materials related [[Organization B:Organization]] claim.

Indemnification Procedures. Promptly after receipt by an indemnified party of a notice of any claim or the commencement of any action, such indemnified party shall: # notify the indemnifying party in writing of any such claim; # provide the indemnifying party with reasonable assistance to settle or defend such claim, at the indemnifying party’s own expense; and # grant to the indemnifying party the right to control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided, however, that: # the failure to so notify, provide assistance and grant authority and control shall only relieve the indemnifying party of its obligation to the indemnified party to the extent that the indemnifying party is prejudiced thereby; # the indemnifying party shall not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement that: # makes any admission on behalf of the indemnified party; or # consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing Deliverable or Gogo Background IP); and # the indemnified party shall have the right, at its expense, to monitor any legal proceeding through legal counsel of its choosing, but shall have no right to settle a claim without the indemnifying party’s written consent.

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