VeriSign (VRSN)

8.4 Defense of Third Party Claims.

(a) If (i) either Purchaser receives written notice of the commencement of any Proceeding against Purchaser or against any other Purchaser Indemnified Person, or Seller receives written notice of the commencement of any Proceeding against Seller or against any other Seller Indemnified Person; and (ii) a claim for indemnification, compensation or reimbursement is to be made under this Section 8 with respect to such Proceeding, then Purchaser or Seller, as the case may be, shall promptly notify the other (the “Indemnifying Person”) of the commencement of such Proceeding; provided, however, that any failure on the part of Purchaser or Seller, as the case may be, to notify the Indemnifying Person of the commencement of such Proceeding shall not limit any of the obligations of the Indemnifying Person, or any of the rights of any Purchaser Indemnified Person or Seller Indemnified Person, as the case may be (the “Indemnified Person”) under this Section 8 (except to the extent such

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failure materially prejudices the defense of such Proceeding). If, within ten days after receiving notification of the commencement of any such Proceeding, the Indemnifying Person delivers to the Indemnified Person a written notice setting forth the election of the Indemnifying Person to assume the defense of such Proceeding, then, subject to subsections “(b)” and “(c)” below:

(i) the Indemnifying Person shall be entitled to assume the defense of such Proceeding, at the sole expense of the Indemnifying Person, with reputable counsel reasonably satisfactory to the Indemnified Person; and

(ii) as long as the Indemnifying Person conducts such defense, the Indemnifying Person shall not be required to reimburse any Indemnified Person for any fees paid to any other counsel representing such Indemnified Person in such Proceeding for legal services rendered while the Indemnifying Person is conducting such defense (it being understood that the Indemnifying Person shall be required to reimburse the Indemnified Persons for any fees paid to counsel representing any of the Indemnified Persons in such Proceeding for legal services rendered prior to the time the Indemnified Person receives notice of the election of the Indemnifying Person to assume such defense).

(b) If the Indemnifying Person assumes the defense of a Proceeding in accordance with Section 8.4(a) above, then:

(i) it will be deemed conclusively established for purposes of this Agreement that all claims made in such Proceeding are within the scope of and are subject to the indemnification provisions set forth in Section 8, and the Indemnifying Person shall not be permitted to contest the applicability of Section 8 to such Proceeding or to contest the Indemnifying Person’s obligation to provide indemnification with respect thereto;

(ii) the Indemnifying Person shall keep the Indemnified Person informed of all material developments relating to such Proceeding;

(iii) each of the Indemnified Persons shall be entitled to participate (at their own expense) in the defense of such Proceeding; and

(iv) the Indemnifying Person shall not be permitted to effect any settlement, adjustment or compromise of such Proceeding or any of the claims made in connection therewith without the prior written consent of the Indemnified Person (which consent shall not be unreasonably withheld or delayed) unless: (A) such settlement, adjustment or compromise involves no finding or admission of any breach by any Indemnified Person of any obligation to any other Person or any violation by any Indemnified Person of any Legal Requirement; (B) such settlement, adjustment or compromise has no effect on any other claim that may be made against any Indemnified Person; and (C) the sole relief provided in connection with such settlement, adjustment or compromise is monetary damages that are paid in full by the Indemnifying Person or any other relief that is enforceable only against such Indemnifying Person.

If the Indemnifying Person does not elect (within the ten-day time period specified in Section 8.4(a) above) to assume the defense of a Proceeding in accordance with Section 8.4(a) above, then: (1) the Indemnified Person shall have the exclusive right, at its election, to control the defense of such Proceeding (with counsel selected by the Indemnified Person and reasonably satisfactory to the Indemnifying Person); and (2) the Indemnifying Person will be bound by any judgment entered or any determination made in such Proceeding and by any settlement, adjustment or compromise effected by any Purchaser Indemnified Person with respect to such Proceeding provided that the Indemnifying Person consents in writing to such settlement, adjustment or compromise.

(c) Notwithstanding anything to the contrary contained in this Section 8.4, and notwithstanding any election made by the Indemnifying Person to assume the defense of any Proceeding in

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accordance with Section 8.4(a), the Indemnified Person may (by notifying the Indemnifying Person) elect to assume, and shall have the exclusive right to control, the defense of any Proceeding of the type referred to in Section 8.4(a) (with counsel selected by the Indemnified Person and reasonably satisfactory to the Indemnifying Person) if:

(i) the Indemnifying Person is also a party to such Proceeding, and counsel to the Indemnified Person determines in good faith that joint representation would give rise to a conflict of interest or would otherwise be inappropriate in such Proceeding; or

(ii) the Indemnified Person is a Purchaser Indemnified Person and such Proceeding relates directly to any Transferred IP;

provided, however, that, if the Indemnified Person assumes the defense of a Proceeding in accordance with this Section 8.4(c): (A) the Indemnified Person shall keep the Indemnifying Person informed of all material developments relating to such Proceeding; (B) the Indemnifying Person shall be entitled to participate (at its own expense) in the defense of such Proceeding; and (C) the Indemnified Person shall not settle, adjust or compromise such Proceeding or any of the claims made in connection therewith without the prior written consent of the Indemnifying Person (which consent may not be unreasonably withheld or delayed by the Indemnifying Person).