Common use of Control of the Defense Clause in Contracts

Control of the Defense. At its option, the indemnifying Party may assume the defense and handling of any Third Party Claim by giving written notice to the Indemnified Party within [***] ([***]) calendar days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption and handling of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. If the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will as soon as is reasonably possible deliver to the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the legal costs or expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim.

Control of the Defense. At its option, If (y) both Parties are named as defendants in the indemnifying Party may assume the defense and handling of any Third Party Claim and at least one Party seeks indemnification hereunder, or (z) the Third Party Claim relates to a Product liability claim or a claim for the infringement of Third Party intellectual property by giving written notice to the Indemnified Party a Product, then, within [***] (after receipt of such notice, the Parties will use good faith efforts to mutually agree on which Party will assume control of the defense of such Third Party Claim. Unless covered by the above, if a Party is named as a defendant in the Third Party Claim and seeks indemnification hereunder, then, within [***]) calendar days ] after receipt of such notice, the indemnifying Party’s receipt Party may, upon written notice thereof to and prior written approval of an Indemnification Claim Notice. The assumption and handling the Indemnitee, assume control of the defense of a the Third Party Claim by Claim. If the Indemnitee does not provide its written approval for the indemnifying Party shall not be construed as an acknowledgment that to assume control of the defense of such Third Party Claim, then the indemnifying Party is liable will be relieved of any obligation under this Agreement to indemnify and defend the Indemnified Indemnitee for such Third Party Claim, unless both Parties agree in respect good faith after the final and binding decision of the court or other authority ruling upon such defense of the Third Party Claim, nor shall it constitute a waiver that such defense was duly conducted by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying PartyIndemnitee. If the indemnifying Party assumes receives written approval from the Indemnitee to assume control of the defense of a Third Party Claimbut does not assume such control, then the Indemnified Party will as soon as is reasonably possible deliver to Indemnitee shall control such defense and, at the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the legal costs or expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement conclusion of the Third Party Claim, will be entitled to recover from the other Party its defense costs, any damages awarded against such Indemnitee from such Third Party Claim, or any settlements made in accordance with 10.3(c) from such Third Party Claim.

Control of the Defense. At its option, (i) If (y) both Parties are named as defendants in the indemnifying Party may assume the defense and handling of any Third Party Claim and at least one Party seeks indemnification hereunder, or (z) the Third Party Claim relates to a Product liability claim or a claim for the infringement of Third Party intellectual property by giving written notice to the Indemnified Party a Product, then, within [***] ([***]) calendar 30 days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption and handling such notice, the Parties will use good faith efforts to mutually agree on which Party will assume control of the defense of a such Third Party Claim. If the Parties cannot agree on which Party will assume such control, then Akcea will assume control of the defense of such Third Party Claim by at Akcea’s expense. In all cases at the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect conclusion of the Third Party Claim, nor shall it constitute a waiver by each Party will have the indemnifying Party of any defenses it may assert against right to seek indemnification from the Indemnified other Party’s claim for indemnification. Upon assuming , including the defense of a costs to defend such Third Party Claim, any damages awarded against the Parties from such Third Party Claim, or any settlements made in accordance with Section 11.2.2 from such Third Party Claim. (ii) Unless covered by Section 11.2.1(a) above, if a Party is named as a defendant in the Third Party Claim and seeks indemnification hereunder, then, within thirty (30) days after receipt of such notice, the indemnifying Party may appoint as lead counsel in may, upon written notice thereof to and prior written approval of the Indemnitee, assume control of the defense of the Third Party Claim Claim. If the Indemnitee does not provide its written approval for the indemnifying Party to assume control of the defense of such Third Party Claim, then the indemnifying Party will be relieved of any legal counsel selected obligation under this Agreement to indemnify and defend the Indemnitee for such Third Party Claim, unless both Parties agree in good faith after the final and binding decision of the court or other authority ruling upon such defense of the Third Party Claim, that such defense was duly conducted by the indemnifying PartyIndemnitee. If the indemnifying Party assumes receives written approval from the Indemnitee to assume control of the defense of a Third Party Claimbut does not assume such control, then the Indemnified Party will as soon as is reasonably possible deliver to Indemnitee shall control such defense and, at the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the legal costs or expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement conclusion of the Third Party Claim, will be entitled to recover from the other Party its defense costs, any damages awarded against such Indemnitee from such Third Party Claim, or any settlements made in accordance with Section 11.2.2 from such Third Party Claim.

Control of the Defense. At its option, Upon the indemnifying Party may assume the defense and handling of any Third Party Claim by giving written notice to the Indemnified Party within [***] ([***]) calendar days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption and handling of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, : a) the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. If , which shall be reasonably acceptable to the indemnifying indemnified Party; b) the indemnified Party assumes the defense of a Third Party Claim, the Indemnified Party will as soon as is reasonably possible shall promptly deliver to the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified indemnified Party in connection with the Third Party Claim. Should ; and c) except as expressly provided in Section 13.3.4, the indemnifying Party assume shall not be liable to the defense of a Third indemnified Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the any legal costs or expenses subsequently incurred by such Indemnified indemnified Party or any SPA Indemnitee or RTU Indemnitee (as applicable) in connection with the analysis, defense or settlement of the Third Party Claim. To the extent that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnitee from and against the Third Party Claim, the indemnified Party shall reimburse the indemnifying Party for any and all costs and expenses (including reasonable attorneys’ fees and costs of suit) and any loss incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such indemnified Party or Indemnitee.

Control of the Defense. At its option, the indemnifying Party may assume the defense and handling of any Third Party Claim by giving written notice to the Indemnified Party within [***] ([***]) 30 calendar days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption and handling of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. If the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will as soon as is reasonably possible deliver to the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this Section 10.4.110.4.1 (Control of the Defense), the Indemnified Party will be responsible for the legal costs or expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim.

Control of the Defense. At its option, Upon the indemnifying Party may assume the defense and handling of any Third Party Claim by giving written notice to the Indemnified Party within [***] ([***]) calendar days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption and handling of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, : (a) the indemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying Party. If , which shall be reasonably acceptable to the indemnifying indemnified Party; (b) the indemnified Party assumes the defense of a Third Party Claim, the Indemnified Party will as soon as is reasonably possible shall promptly deliver to the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified indemnified Party in connection with the Third Party Claim. Should ; and (c) the indemnifying Party assume shall not be liable to the defense of a Third indemnified Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the any legal costs or expenses subsequently incurred by such Indemnified indemnified Party or any ▇▇▇▇▇▇ Indemnitee or Sucampo Indemnitee (as applicable) in connection with the analysis, defense or settlement of the Third Party Claim. To the extent that it is ultimately determined that the indemnifying Party is not obligated to indemnify, defend or hold harmless an Indemnitee from and against the Third Party Claim, the indemnified Party shall reimburse the indemnifying Party for any reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees and costs of suit) and any Loss actually incurred by the indemnifying Party in its defense of the Third Party Claim with respect to such indemnified Party or Indemnitee.

Control of the Defense. At its option, (i) If (y) both Parties are named as defendants in the indemnifying Party may assume the defense and handling of any Third Party Claim and at least one Party seeks indemnification hereunder, or (z) the Third Party Claim relates to a Product liability claim or a claim for the infringement of Third Party intellectual property by giving written notice to the Indemnified Party a Product, then, within [***] ([***]) calendar 30 days after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption and handling such notice, the Parties will use good faith efforts to mutually agree on which Party will assume control of the defense of a such Third Party Claim. If the Parties cannot agree on which Party will assume such control, then Bayer will assume control of the defense of such Third Party Claim by at Bayer’s expense. In all cases at the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect conclusion of the Third Party Claim, nor shall it constitute a waiver by each Party will have the indemnifying Party of any defenses it may assert against right to seek indemnification from the Indemnified other Party’s claim for indemnification. Upon assuming , including the defense of a costs to defend such Third Party Claim, any damages awarded against the Parties from such Third Party Claim, or any settlements made in accordance with Section 10.3.2 from such Third Party Claim. (ii) Unless covered by Section 10.3.1(a)(i) above, if a Party is named as a defendant in the Third Party Claim and seeks indemnification hereunder, then, within thirty (30) days after receipt of such notice, the indemnifying Party may appoint as lead counsel in may, upon written notice thereof to and prior written approval of the Indemnitee, assume control of the defense of the Third Party Claim Claim. If the Indemnitee does not provide its written approval for the indemnifying Party to assume control of the defense of such Third Party Claim, then the indemnifying Party will be relieved of any legal counsel selected obligation under this Agreement to indemnify and defend the Indemnitee for such Third Party Claim, unless both Parties agree in good faith after the final and binding decision of the court or other authority ruling upon such defense of the Third Party Claim, that such defense was duly conducted by the indemnifying PartyIndemnitee. If the indemnifying Party assumes receives written approval from the Indemnitee to assume control of the defense of a Third Party Claimbut does not assume such control, then the Indemnified Party will as soon as is reasonably possible deliver to Indemnitee shall control such defense and, at the indemnifying Party all original notices and documents (including court papers) received or sent by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this Section 10.4.1, the Indemnified Party will be responsible for the legal costs or expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement conclusion of the Third Party Claim, will be entitled to recover from the other Party its defense costs, any damages awarded against such Indemnitee from such Third Party Claim, or any settlements made in accordance with Section 10.3.2 from such Third Party Claim.