Process. As a condition to an Institute Indemnitee’s or Licensee Indemnitee’s (each, an “Indemnitee”) right to receive indemnification under Section 15.1 or [Section 15.2], as applicable, an Indemnitee shall: # promptly notify (not to exceed thirty (30) days) the indemnifying Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; # reasonably cooperate, and cause the individual Indemnitees claiming indemnification under this Article 15 to reasonably cooperate, with the indemnifying Party in the defense, settlement or compromise of such claim or suit; and # permit the indemnifying Party to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may the indemnifying Party compromise or settle any claim or suit in a manner which # admits fault or negligence on the part of any Indemnitee; # commits any Indemnitee to take, or forbear to take, any action, without the prior written consent of the other Party (which consent in the case of either (i) or (ii) shall not be unreasonably withheld, delayed or conditioned), or # where the indemnifying Party is Licensee, grant any rights under the Patent Rights except for Sublicenses permitted under Article 2. The Indemnitees shall reasonably cooperate with the indemnifying Party and its counsel in the course of the investigation of, preparation for and defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses, and provided further that no Indemnitee may compromise or settle any such Third Party claim without the indemnifying Party’s written consent.

Process. Such offer will be made by Landlord to Tenant in a written notice (the “Offer Notice”) which offer will specify the terms for such Offered Space which will be the same as those being offered to the general public. Tenant may accept the offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within fifteen (15) Business Days after delivery by Landlord of the Offer Notice to Tenant. Time will be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept or fails to timely provide the Tenant’s Notice, Tenant shall be deemed to have refused the Offered Space and Landlord will be under no further obligation to Tenant with respect to the Offered Space. Tenant must accept the entire Offered Space and may not exercise its right with respect to only part of such space.

Process.As a condition to an Institute Indemnitee’s right to receive indemnification under Section 15.1, an Institute Indemnitee shall: # promptly notify (not to exceed thirty (30) days) Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto; # reasonably cooperate, and cause the individual Institute Indemnitees to reasonably cooperate, with the indemnifying Party in the defense, settlement or compromise of such claim or suit; and # permit the indemnifying Party to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which # admits fault or negligence on the part of any Institute Indemnitee; # commits any Institute Indemnitee to take, or forbear to take, any action, without the prior written consent of Institute (which consent in the case of either (i) or (ii) shall not be unreasonably withheld, delayed or conditioned), or # grant any rights under the Patent Rights except for Sublicenses permitted under Article 2. The Institute Indemnitees shall reasonably cooperate with Licensee and its counsel in the course of the investigation of, preparation for and defense of any such

Process. You will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: # have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and # issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law.

Process. In the event of any such Claim against any of the [[Agenus:Organization]] Indemnified Parties or [[Organization A:Organization]] Indemnified Parties (each, an “Indemnified Party”) by any Third Party, the Indemnified Party will promptly notify the indemnifying Party in writing of the Claim; provided, however, that the failure of an Indemnified Party to give such notice shall not diminish the indemnification obligation of the indemnifying Party under this Article 14 except to the extent that the indemnifying Party’s ability to defend against the same is materially prejudiced thereby. The indemnifying Party shall assume direction and control of the defense, litigation, settlement, appeal or other disposition of such Claim with counsel selected by the indemnifying Party and reasonably acceptable to the Indemnified Party. The Indemnified Party will cooperate with the indemnifying Party and may, at its option and expense, be separately represented in any such action or proceeding; provided, however, that the Indemnified Party’s legal fees and expenses shall be indemnifiable Losses if the interest of the Indemnified Party and those of the indemnifying Party with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rules. The indemnifying Party shall not be responsible for indemnification of any Claims compromised or settled without its prior written consent. Notwithstanding the foregoing, the indemnifying Party will not settle a Third Party Claim without the prior written consent of the Indemnified Party, if such settlement would impose any monetary obligation on the Indemnified party or require the Indemnified Party to submit to an injunction or other equitable relief or if such settlement admits the fault of the Indemnified Party. Notwithstanding anything to the contrary above, in the event of any such Claim against an Indemnified Party by a governmental authority asserting criminal liability or seeking an injunction or similar against the Indemnified Party, the Indemnified Party will have the right to control the defense, litigation, settlement, appeal or other disposition of the Claim at the indemnifying Party’s expense.

Process. The Indemnified Party will # give the Indemnifying Party prompt written notice of the applicable Claim and # allow the indemnifying Party to exclusively control the defense thereof and all related negotiations. The indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of the Claim and all related negotiations. The Indemnifying Party will not enter into any stipulated judgment or settlement that purports to bind the Indemnified Party (or any other indemnified person or entity) without the indemnified Party’s express written authorization, which will not be unreasonably withheld or delayed.

Process. During the Term, the Parties will work together to prepare for JSC approval a TDP for each Customer Product, with Customer initially submitting a written work request to Ginkgo for a specific Customer Product and Ginkgo using commercially reasonable efforts to promptly generate a draft TDP covering such Customer Product for review and discussion with Customer prior to Ginkgo’s submission of such TDP to the JSC for formal approval. All TDPs will be in the format attached hereto as [Exhibit D] (TDP Template). For clarity, each TDP will cover one Collaboration Strain or the development of Production protocols for one Collaboration Strain, as the case may be. For each TDP, upon its approval by the JSC, such TDP will be incorporated herein by reference and be deemed attached hereto as part of [Exhibit E] (Approved Technical Development Plans). The Parties may collaborate on multiple TDPs at any one time, and TDPs may have different start and end dates.

Legal Process. In the event that Executive or any of Executive’s affiliates is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process), in connection with any legal proceeding before any governmental entity, to disclose any Confidential Information or Trade Secrets during the applicable restricted period specified in Section 8.1, Executive shall deliver prompt written notice to the General Counsel of the Company of such request or requirement (except to the extent prohibited by applicable law) so that the Company may, at its expense, seek an appropriate protective order or other remedy and Executive shall cooperate with the Company, at the Company’s expense, to obtain such protective order. In the event that such protective order or other remedy is not obtained or the Company waives in writing compliance with this Section 8, Executive shall furnish only that portion of the Confidential Information or Trade Secrets which is legally required to be disclosed.

Management Process. In the event that any dispute arises under this Agreement, the parties agree to negotiate in good faith to resolve such dispute, in accordance with the dispute resolution process set forth herein, prior to seeking relief. Initially, either party may at any time deliver a written notice to the other party that it wishes to refer a dispute to the applicable Program Leads. Following receipt of such notice, such Program Leads shall negotiate in good faith to resolve such dispute within a period of ten (10) days (or such longer period of time as such Program Leads may agree in writing). If, at the end of such period, such Program Leads have not fully resolved the dispute, either party may deliver written notice to the other party that that it wishes to refer the dispute to the level of “Business Managers.” Initially, Provider’s Business Manager shall be Joyce Ritzert and Recipient’s Business Manager shall be head of finance for TTEC Engage business segment (as of the date hereof) Mr. Francois Bourret. The Business Managers shall attempt to arrive at an agreeable resolution through good faith discussions, over a period of at least twenty (20) calendar days, or such other longer period as may be mutually agreed upon in writing by the parties.

Process. The Parties will maintain a written governance process whereby, by mutual agreement, additional accounts or territories may be added to the Exclusive Territory based on the Parties or their respective Affiliates’ relative strength of capability and/or opportunity within a given territory or account. Such governance process will also provide for accounts or territories to be removed from the Exclusive Territory if either RA or an Affiliate of RA is not providing sufficient account coverage or if requested by the applicable account.