shall remain in full force and effect regardless of any investigation made by or on behalf of any Aardvark Indemnified Parties and shall survive the transfer of the Registrable Securities by Aardvark.
(b)As a condition to including any Registrable Securities to be offered by Aardvark in any registration statement filed pursuant to this Agreement, Aardvark agrees to indemnify and hold harmless Sorrento, each of its directors, each of its officers who signs the Resale Registration Statement, as well as any officers, employees, affiliates and agents of Sorrento, and each Person, if any, who controls Sorrento within the meaning of the Securities Act or the Exchange Act (a “Sorrento Indemnified Party”) from and against any losses, claims, damages or liabilities or any actions in respect thereof, to which a Sorrento Indemnified Party may become subject under the Securities Act or the Exchange Act, insofar as such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Resale Registration Statement or in any amendment thereof, in each case at the time such became effective under the Securities Act, or in any Disclosure Package, prospectus or in any amendment thereof or supplement thereto, or (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Disclosure Package or any prospectus, in the light of the circumstances under which they were made) not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information pertaining to Aardvark and furnished to Sorrento by or on behalf of Aardvark specifically for inclusion therein; and, subject to the limitation immediately preceding this clause, shall reimburse, as incurred, the Sorrento Indemnified Parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending any loss, claim, damage, liability or action in respect thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Aardvark, or any such director, officer, employees, affiliates and agents and shall survive the transfer of such Registrable Securities by Aardvark, and Aardvark shall reimburse Sorrento, and each such director, officer, employees, affiliates and agents for any legal or other expenses reasonably incurred by them in connection with investigating, defending, or settling and such loss, claim, damage, liability, action, or proceeding. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of Sorrento or any such director, officer, employees, affiliates and agents and shall survive the transfer by Aardvark of such Registrable Securities.
(c)Promptly after receipt by a Aardvark Indemnified Party or a Sorrento Indemnified Party (each, an “Indemnified Party”) of notice of the commencement of any action or proceeding (including a governmental investigation), such Indemnified Party will, if a claim in respect thereof is to be made against the indemnifying party under this Section, notify the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party will not relieve the indemnifying party from liability under Section unless and to the extent it did not otherwise learn of such action and the indemnifying party has been materially prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified