Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 4 contracts
Sources: License Agreement, License Agreement (Kiniksa Pharmaceuticals, Ltd.), License Agreement (Kiniksa Pharmaceuticals, Ltd.)
Right to Participate in Defense. Any Without limiting Section 10.2(b) (General), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided. However, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2), writing; (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 10.2(b) (In General) (in which case the Indemnified Party shall control the defense) ); or (iii) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable LawLaws, ethical rules rules, or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 4 contracts
Sources: Funding Agreement (Roivant Sciences Ltd.), Funding Agreement (Roivant Sciences Ltd.), Funding Agreement (Dermavant Sciences LTD)
Right to Participate in Defense. Any Without limiting Section 11.5.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.5.1 (in which case the Indemnified Party shall control the defense) ), or (iii) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 3 contracts
Sources: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Right to Participate in Defense. Any Without limiting Section 8.3(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 8.3(b)(i) (in which case the Indemnified Party shall control the defense) ), or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Lawapplicable law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 3 contracts
Sources: Manufacturing and Supply Agreement, Manufacturing Agreement (Salix Pharmaceuticals LTD), Manufacturing Agreement (Salix Pharmaceuticals LTD)
Right to Participate in Defense. Any Without limiting Section 12.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 3 contracts
Sources: Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.), Discovery Collaboration and License Agreement (Harpoon Therapeutics, Inc.), Discovery Collaboration and License Agreement (CytomX Therapeutics, Inc.)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (ia) the employment thereof of such counsel has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.28.3.2), (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 8.3.2 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 2 contracts
Sources: License Agreement (PhaseBio Pharmaceuticals Inc), License Agreement (PhaseBio Pharmaceuticals Inc)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.28.3(b)), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 8.3(b) (in which case the Indemnified Party shall control the defense) ), or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 2 contracts
Sources: License Agreement (ONCOSEC MEDICAL Inc), License Agreement
Right to Participate in Defense. Any Without limiting Section 13.5 above, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 13.5 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Co Development and License Agreement (GPC Biotech Ag), Co Development and License Agreement (Pharmion Corp)
Right to Participate in Defense. Any Without limiting Section 11.5.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.5.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Co Development and Option Agreement (Alector, Inc.), Co Development and Option Agreement (Alector, Inc.)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.28.3.2), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 8.3.2 (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 2 contracts
Sources: License Agreement (Black Titan Corp), License Agreement (Titan Pharmaceuticals Inc)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.27.3(b)), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 7.3(b) (in which case the Indemnified Party shall control the defense) ), or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 2 contracts
Sources: Services Agreement (ONCOSEC MEDICAL Inc), Services Agreement
Right to Participate in Defense. Any Without limiting Section 13.5.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 13.5.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Option and Collaboration Agreement (Denali Therapeutics Inc.), Option and Collaboration Agreement (Denali Therapeutics Inc.)
Right to Participate in Defense. Any Without limiting Section 10.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 10.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Development and License Agreement, Development and License Agreement (Principia Biopharma Inc.)
Right to Participate in Defense. Any Without limiting Section 7.3(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 7.3(b)(i) (in which case the Indemnified Party shall control the defense) ), or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Lawapplicable law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Merger Agreement (Salix Pharmaceuticals LTD), Manufacturing Agreement (Salix Pharmaceuticals LTD)
Right to Participate in Defense. Any Without limiting Section 7.3(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 7.3(b)(i) (in which case the Indemnified Party shall control the defense) ), or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Manufacturing and Supply Agreement (Salix Pharmaceuticals LTD), Supply Agreement (Salix Pharmaceuticals LTD)
Right to Participate in Defense. Any Without limiting Section 11.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Gamma Ip Licence Agreement (Denali Therapeutics Inc.), Gamma Ip Licence Agreement (Denali Therapeutics Inc.)
Right to Participate in Defense. Any Without limiting Section 14.3(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 14.3(b)(i) (in which case the Indemnified Party shall control the defense) or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Lawapplicable law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Cooperative Marketing Agreement, Cooperative Marketing Agreement (TearLab Corp)
Right to Participate in Defense. Any Without limiting Section 9.3(b), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 9.3(b) (in which case the Indemnified Party shall control the defense) ), or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Lawapplicable law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Manufacturing Agreement (Intercept Pharmaceuticals, Inc.), Manufacturing Agreement (Intercept Pharmaceuticals Inc)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.28.3.2 (Indemnification Procedures; Control of Defense)), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 8.3.2 (Indemnification Procedures; Control of Defense) (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 2 contracts
Sources: License Agreement (Dermavant Sciences LTD), License Agreement (Dermavant Sciences LTD)
Right to Participate in Defense. Any Without limiting Section 11.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which casewriting, the defense shall be controlled as provided in Section 9.3.2), or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.4.1 (in which case the Indemnified Party shall control the defense) or (iii) ). In the event the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which caseprinciples, the Indemnified each Party shall control retain its defense)own counsel.
Appears in 2 contracts
Sources: Exclusive License Agreement (Ablynx NV), Exclusive License Agreement (Ablynx NV)
Right to Participate in Defense. Any Without limiting Section 13.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 13.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: License and Collaboration Agreement (Denali Therapeutics Inc.), License and Collaboration Agreement (Denali Therapeutics Inc.)
Right to Participate in Defense. Any Without limiting Section 10.5.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 10.5.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Collaboration and License Agreement (Caribou Biosciences, Inc.), Collaboration and License Agreement (Caribou Biosciences, Inc.)
Right to Participate in Defense. Any Without limiting Section 11.5.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (i) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.5.1 (in which case the Indemnified Party shall control the defense) ), or (iii) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 2 contracts
Sources: Collaboration Agreement (Galapagos Nv), Collaboration Agreement (Galapagos Nv)
Right to Participate in Defense. Any Without limiting Section 15.4(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and 's own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 15.4(b)(i) (in which case the Indemnified Party shall control the defense) or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Right to Participate in Defense. Any Without limiting Section 12.3(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.3(b)(i) (in which case the Indemnified Party shall control the defense) ), or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Lawapplicable law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).principles
Appears in 1 contract
Sources: Feasibility, Development and Commercialization Agreement (Voyager Pharmaceutical Corp)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (ia) the employment thereof of such counsel has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2), (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Right to Participate in Defense. Any Without limiting Section 12.4 above, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.4 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: License Agreement (GPC Biotech Ag)
Right to Participate in Defense. Any Without limiting Section 11.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and 's own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.213.3.2), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 13.3.2 (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Mereo BioPharma Group PLC)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.29.3(ii)), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 9.3(ii) (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Right to Participate in Defense. Any Without limiting Section 13.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed Confidential to assume the defense and employ counsel in accordance with Section 9.3.2 13.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: License and Collaboration Agreement (Spring Bank Pharmaceuticals, Inc.)
Right to Participate in Defense. Any Without limiting Section 11.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, case the Indemnifying Party shall control its defense and the Indemnified Party shall control its defensethe defense of the Indemnified Party).
Appears in 1 contract
Sources: Development and Option Agreement (Harpoon Therapeutics, Inc.)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.28.3.2), (ii) the indemnifying Party has failed to assume (or diligently continue) the defense and employ counsel in accordance with Section 9.3.2 8.3.2 (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Right to Participate in Defense. Any Without limiting Section 12.3(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and 's own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.3(b)(i) (in which case the Indemnified Party shall control the defense) ), or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Lawapplicable law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).principles
Appears in 1 contract
Sources: Feasibility, Development and Commercialization Agreement (Durect Corp)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.211.3(b)), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.3(b) (in which case the Indemnified Party shall control the defense) ), or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Lawapplicable law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Sources: License Agreement (Eyenovia, Inc.)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.212.4.2), (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.4.2 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Sources: Collaboration and License Agreement (REGENXBIO Inc.)
Right to Participate in Defense. Any Without limiting Section 7.3(b)(i), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such a Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (iA) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iiB) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 7.3(b)(i) (in which case the Indemnified Party shall control the defense) or (iiiC) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: Supply Agreement (Aradigm Corp)
Right to Participate in Defense. Any Without limiting Section 13.6 above, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 13.6 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).principles. 13.6.2
Appears in 1 contract
Sources: License Agreement
Right to Participate in Defense. Any Without limiting Section 12.5.1 (In General), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing writing; (in which case, the defense shall be controlled as provided in Section 9.3.2), (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.5.1 (In General) (in which case the Indemnified Party shall control the defense) ); or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: Collaboration and License Agreement (Denali Therapeutics Inc.)
Right to Participate in Defense. Any Without limiting Section 11.4.1 (In General), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.4.1 (In General) (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: Option and License Agreement (Alpine Immune Sciences, Inc.)
Right to Participate in Defense. Any Without limiting Section 9.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 9.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: Gamma Support Services Agreement (Spring Bank Pharmaceuticals, Inc.)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and expense unless (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (advance in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has notified the Indemnified Party is not going to assume or failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.3.2 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee applicable Indemnitees and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Right to Participate in Defense. Any Without limiting Section 11.4(a), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole own cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.4(a) (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, case the indemnifying Party shall be responsible for any such costs and expenses of counsel for the Indemnified Party shall control its defense)Party.
Appears in 1 contract
Sources: Collaboration and License Agreement (Isis Pharmaceuticals Inc)
Right to Participate in Defense. Any Without limiting Section 7.3(b), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party a Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 7.3(b) (in which case the Indemnified Party shall control the defense) ), or (iii) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules rules, or equitable principles (principles, in which casecases, it shall be at the Indemnified Party shall control its defense)Indemnifying Party’s expense.
Appears in 1 contract
Sources: Technical Transfer and Service Agreement (Pacira Pharmaceuticals, Inc.)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and expense unless (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (advance in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has notified the Indemnified Party is not going to assume or failed to assume the defense and employ counsel in accordance with Section 9.3.2 14.4.2 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee applicable Indemnitees and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: Collaboration and License Agreement (Myovant Sciences Ltd.)
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (ia) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.28.3.2 (Control of Defense)), (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 8.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (i) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.28.3.2), (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 8.3.2 (in which case the Indemnified Party shall control the defense) or (iii) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless (ia) the employment thereof has been specifically authorized in writing by the indemnifying Indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.211.3.2 (Control of Defense)), (iib) the indemnifying Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 11.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).
Appears in 1 contract
Sources: Discovery and Co Development Collaboration Agreement (AUM Biosciences LTD)
Right to Participate in Defense. Any Without limiting Section 12.4.1, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and own expense unless (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.4.1 (in which case the Indemnified Party shall control the defense) ), or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: License Agreement (4D Molecular Therapeutics, Inc.)
Right to Participate in Defense. Any Without limiting Section 13.4 above, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; providedPROVIDED, howeverHOWEVER, that such employment shall be at the Indemnified Party’s sole cost and 's own expense unless (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 13.4 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: Development, Commercialization and License Agreement (Aeterna Zentaris Inc.)
Right to Participate in Defense. Any Without limiting Section 12.5.1 (In General), any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, provided that such employment shall be at the Indemnified Party’s sole cost and own expense unless unless: (ia) the employment thereof thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized in writing by the indemnifying Party in writing writing; (in which case, the defense shall be controlled as provided in Section 9.3.2), (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 12.5.1 (In General) (in which case the Indemnified Party shall control the defense) ); or (iiic) the interests of the indemnitee Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract
Sources: Collaboration and License Agreement (Denali Therapeutics Inc.)
Right to Participate in Defense. Any Without limiting Section 13.6 above, any Indemnified Party shall be entitled to participate in in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and own expense unless unless, subject to the consent of an insurer, if applicable, (ia) the employment thereof has been specifically authorized in writing by the indemnifying Party in writing (in which case, the defense shall be controlled as provided in Section 9.3.2)writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.3.2 13.6 (in which case the Indemnified Party shall control the defense) or (iiic) the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense)principles.
Appears in 1 contract