Juno 2013 Annual Report Download - page 176

promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid
the expense of prosecuting such application.
Section 8.6 Expenses incurred by a director or officer in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the
Corporation as authorized in this Article 8.
Section 8.7 The indemnification and advancement of expenses provided by or
granted pursuant to this Article 8 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be
entitled under the Certificate of Incorporation, the Bylaws, agreement, vote of stockholders or disinterested directors, applicable law or otherwise, both as to
action in such person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that
indemnification of the persons specified in Sections 8.1 and 8.2 shall be made to the fullest extent permitted by law. The provisions of this Article 8 shall not
be deemed to preclude the indemnification of any person who is not specified in Sections 8.1 or 8.2 but whom the Corporation has the power or obligation to
indemnify under the provisions of the DGCL or otherwise.
Section 8.8 The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the
Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power or the obligation to
indemnify such person against such liability under the provisions of this Article 8.
Section 8.9 For purposes of this Article 8, references to “fines” shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article 8.
Section 8.10 The indemnification and advancement of expenses provided by, or granted
pursuant to, this Article 8 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a
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