Third Party Claims . The parties hereto shall cooperate with each other with respect to the defense of any third party claims subsequent to the Closing Date which are not subject to the indemnification provisions contained in ARTICLE VIII, provided that the party requesting cooperation shall reimburse the other party for the other party’s reasonable out-of-pocket costs and expenses of furnishing such cooperation.

If a third party initiates a claim, demand, dispute, lawsuit or arbitration (a “Third-Party Claim”) against any Person (the “Indemnified Party”) with respect to any matter that the Indemnified Party might make a claim for indemnification against any Party (the “Indemnifying Party”) under this ARTICLE 6, then the Indemnified Party must promptly notify the Indemnifying Party in writing of the existence of such Third-Party Claim and must deliver copies of any documents served on the Indemnified Party with respect to the Third-Party Claim; provided, however, that any failure on the part of an Indemnified Party to so notify an Indemnifying Party shall not limit any of the obligations of the Indemnifying Party under this ARTICLE 6 (except to the extent, and only to the extent, such failure materially prejudices the defense of such proceeding).

Third Party Claims. If in connection with a Breach for which the Purchaser intends to hold the Seller liable under or in connection with this Agreement any claim or demand (written or oral) is or may

Third Party Claims. If any Proceeding is initiated by any Third Party (any such Proceeding, a “Third Party Claim”) against any Person entitled to seek indemnification under this Article VIII (an “Indemnified Party”), and if such Indemnified Party intends to seek indemnification with respect thereto under this Article VIII, such Indemnified Party shall promptly, after receipt of written notice of such Proceeding, provide written notice of such Proceeding to the party or parties from whom the Indemnified Party intends to seek indemnification (which in the case of a claim against any of or all Sellers, such notice shall be to the Seller Representative) (the “Responsible Party”), which notice shall describe such Proceeding in reasonable detail and the amount claimed in respect thereof (if known and quantifiable); provided, that the failure to so notify the Responsible Party shall not relieve the Responsible Party of its obligations hereunder unless and to the extent the Responsible Party shall be actually and materially prejudiced by such failure to so notify. The Responsible Party shall be entitled to participate in the defense of such Proceeding giving rise to an Indemnified Party’s claim for indemnification at the Responsible Party’s expense, and at its option (subject to the limitations set forth below) shall be entitled to assume the defense thereof by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense within thirty (30) days of its receipt of notice of the Proceeding; provided, that prior to the Responsible Party assuming control of such defense, it shall demonstrate to the Indemnified Party in writing the Responsible Party’s financial ability (or, if such claim, is against any or all Sellers, the Seller(s)’ ability) to provide full indemnification to the Indemnified Party with respect to such Proceeding (including the ability to post any bond required by the court or adjudicative body before which such Proceeding is taking place) and # subject to the limitations set forth herein, agree in writing to be fully responsible for all Losses relating to such Proceeding; provided, further, that:

Promptly after receipt by an Indemnified Party of notice of the assertion by a third party of a claim against it (a “Third-Party Claim”), such Indemnified Party shall give notice to the Indemnifying Party of the assertion of such Third-Party Claim, provided that the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to any Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such Third-Party Claim is materially prejudiced by the Indemnified Party’s failure to give such notice.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action (other than any matter relating to Taxes of Buyer or its Affiliates) made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits material rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. If the Indemnifying Party confirms in writing to the Indemnified Party within thirty (30) days after receipt of written notice of a Third Party Claim the Indemnifying Party’s responsibility to indemnify and hold harmless the Indemnified Party therefor and within such thirty (30) day period demonstrates to the Indemnified Party’s reasonable satisfaction that, as of such time, the Indemnifying Party has sufficient financial resources in order to indemnify for the full amount of any potential Liability in connection with such claim, the Indemnifying Party shall have the right to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel (reasonably acceptable to the Indemnified Party), and the Indemnified Party shall cooperate in good faith in such defense. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to [Section 8.05(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, # there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or # there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim or if at any time the Indemnifying Party fails to have sufficient financial resources in order to indemnify for the full amount of any potential Liability in connection with such Third Party Claim, the Indemnified Party may, subject to [Section 8.05(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 6.05) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim. Notwithstanding anything contained herein to the contrary, the Indemnifying Party shall not be entitled to have sole control over (and if it so desires, the Indemnified Party shall have sole control over) the defense, settlement, adjustment or compromise of (but the Indemnifying Party shall nevertheless be required to pay all Losses incurred by the Indemnified Party in connection with such defense, settlement or compromise): # any Third Party Claim that seeks an order, injunction or other equitable relief against any Indemnified Party or any of its Affiliates; # any matter relating to Taxes for periods after the Closing Date; # any Third Party Claim pursuant to [Section 8.02(a)] prior to such time as the aggregate amount of the Losses of the Indemnified Parties pursuant to such Third Party Claim and all prior indemnification claims pursuant to this Article VIII are not reasonably expected to exceed the Basket or are reasonably expected to exceed the Cap; and # any criminal proceeding.

Third Party Claims. Each Party (the “Indemnifying Party”) will defend, indemnify and hold the other Party (the “Indemnified Party”) and its Affiliates and its and their directors, officers, employees, agents and consultants and legal, financial, accounting and other advisors (“Related Persons”) harmless from and against any and all liabilities and damages (including reasonable attorneys’ fees) (“Losses”) resulting from any claims, demands, suits or proceedings by a Third Party (“Claims”) to the extent arising out of or based upon: # in the case that Customer is the Indemnifying Party, # the Customer Materials, including their presence or use at the Ginkgo foundry or the Ginkgo facilities, and # the Research, Development, Production and Commercialization of Customer Products in the Licensed Field by or on behalf of Customer or any of its Affiliates, licensees or Sublicensees or the exercise by Customer or any of its Affiliates, licensees or Sublicensees of any license granted by Ginkgo to Customer hereunder, and # in the case that Ginkgo or Customer is the Indemnifying Party, # a breach of any representation, warranty or covenant made or given under this TSA by such Indemnifying Party, or # the negligence, recklessness or willful misconduct of such Indemnifying Party or any of its Related Persons during the course of activities carried out in connection with this TSA, and # in the case that Ginkgo is the Indemnifying Party, the operation of the Ginkgo foundry by Ginkgo (except to the extent covered by subclause (a)(i) of this Section 13.1) or any of its Affiliates, licensees or Sublicensees or the exercise by Ginkgo or any of its Affiliates, licensees or Sublicensees of any license granted by Customer to Ginkgo hereunder for any purpose other than to perform Technical Services for Customer hereunder. The indemnification obligations set forth in this Section 13.1 do not apply to the extent that the Losses arise in whole or in part from # the negligence, recklessness or willful misconduct of the Indemnified Party or any of its Related Persons, # the material breach of any representation, warranty or covenant made or given under this TSA by the Indemnified Party or any of its Related Persons, or # a failure to comply with Applicable Laws by the Indemnified Party or any of its Related Persons.

In the event of a Claim that is based upon or arises out of a claim by a third party (a “Third Party Claim”), a Seller may elect to retain counsel of its choice (reasonably satisfactory to the Indemnified Person) to represent the Indemnified Person in connection with the defense of such Third-Party Claim and shall pay the fees, charges and disbursements of such counsel; provided, that such Seller acknowledges in writing its indemnification obligations under this Agreement, subject to reservation of rights related to discovery of any facts or other matters related to such Third Party Claim and indemnification therefor; provided, however, that such Seller shall not be entitled to control, and the Indemnified Person, subject to [Section 9.6(b)], shall be entitled to have sole control over, the defense or settlement of any Third Party Claim (and the reasonable costs of such defense and any Damages with respect to such Third Party Claim shall constitute an amount for which the Indemnified Person is entitled to indemnification hereunder) if # such Third Party Claim is with respect to a criminal Proceeding, indictment or allegation, # such Third Party Claim could reasonably result in an indemnification claim against the Sellers for an aggregate amount in excess of the Deductible or # such Third Party Claim seeks an injunction or other equitable relief against the Indemnified Person. The Indemnified Person may participate, at its own expense and through legal counsel of its choice; provided, that # such Seller may elect to control the defense of the Indemnified Person in connection with such Third-Party Claim and # the Indemnified Person and their counsel shall cooperate with such Seller and its counsel in connection with such Third-Party Claim. Such Seller shall not settle any such Proceeding without the relevant Indemnified Person’s prior written consent (which shall not be unreasonably withheld), unless the terms of such settlement provide for no relief other than the payment of monetary damages by such Seller, such settlement provides a full release of the Indemnified Person from all liability in respect of such claim and with no finding or admission of any violation of law.

Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that # is asserted directly by or on behalf of a Person that is a Governmental Authority or a supplier or customer of the Company, # seeks an injunction or other equitable relief against the Indemnified Party or # involves a criminal proceeding, action, indictment, allegation or investigation. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to [Section 8.05(b)], it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, # there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or # there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to [Section 8.05(b)], pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 5.05) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

Third Party Claims. [[Organization A:Organization]] shall have the sole right and responsibility for defending against any alleged, threatened, or actual claim by a Third Party that the use or registration of the Product Trademarks in the Territory infringes, dilutes, misappropriates, or otherwise violates any Trademark or other right of that Third Party or constitutes unfair trade practices or any other like offense, or any other claims as may be brought by a Third Party against a Party in connection with the use of the Product Trademarks with respect to a Licensed Product in the Territory. [[Organization A:Organization]] shall bear the costs and expenses relating to any defense commenced pursuant to this [Section 8.7.3] and any settlements and judgments with respect thereto, and shall retain any damages or other amounts collected in connection therewith.