Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 or 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 4 contracts
Samples: Development and License Agreement (Auxilium Pharmaceuticals Inc), Development and License Agreement (Auxilium Pharmaceuticals Inc), Development and License Agreement (Auxilium Pharmaceuticals Inc)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 8.1 or 12.2 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 4 contracts
Samples: Research, Development and Commecialization Agreement (Vertex Pharmaceuticals Inc / Ma), Development and Commecialization Agreement (Royalty Pharma PLC), Development and Commecialization Agreement (Royalty Pharma PLC)
Claims Procedures. Each Party party entitled to be indemnified by the other Party party (an “Indemnified Party”) pursuant to Section 12.1 Sections 6.1 or 12.2 hereof 6.2 shall give notice to the other Party party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedprovided that:
Appears in 4 contracts
Samples: Collaboration and Option Agreement, Collaboration and Option Agreement (Discovery Partners International Inc), Collaboration and Option Agreement (Discovery Partners International Inc)
Claims Procedures. Each Party Person entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 10.1 or 12.2 hereof shall Section 10.2 will give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall will permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:
Appears in 4 contracts
Samples: License and Collaborative Research Agreement (Intellia Therapeutics, Inc.), License and Collaborative Research Agreement (Intellia Therapeutics, Inc.), License and Collaborative Research Agreement (Intellia Therapeutics, Inc.)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 or 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim or demand as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or demand or any litigation resulting therefrom; providedprovided that:
Appears in 3 contracts
Samples: License, Development and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma), License, Development and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma), Development and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma)
Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 15.1 or 12.2 15.2 hereof shall give written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 3 contracts
Samples: Distribution and License Agreement (Angiotech Pharmaceuticals Inc), Distribution and License Agreement (Angiotech Pharmaceuticals Inc), Distribution and License Agreement (Angiotech Pharmaceuticals Inc)
Claims Procedures. Each Party A person or entity entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 12.1 14.1 or 12.2 14.2 hereof shall give written notice to the other Party (an “the "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedprovided that:
Appears in 2 contracts
Samples: License Agreement (Altair Nanotechnologies Inc), License Agreement (Spectrum Pharmaceuticals Inc)
Claims Procedures. (a) Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 10.1 or 12.2 hereof 10.2 shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that:
Appears in 2 contracts
Samples: And Collaboration Agreement, Research And (Evotec AG)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 12.1 10.1 or 12.2 10.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 2 contracts
Samples: 094 License Agreement (Vanda Pharmaceuticals Inc.), License Agreement (Vanda Pharmaceuticals Inc.)
Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 5.6(a) or 12.2 (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; there from, provided:
Appears in 2 contracts
Samples: License Agreement (Phenomix CORP), License Agreement (Phenomix CORP)
Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 7.3(a) or 12.2 (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; , provided:
Appears in 2 contracts
Samples: License Agreement (Histogenics Corp), License Agreement (Histogenics Corp)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 11.1 or 12.2 Section 11.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume and have the sole control of the defense of any such claim or any litigation resulting therefrom; providedprovided that:
Appears in 1 contract
Samples: Collaboration and Supply Agreement (Marinus Pharmaceuticals, Inc.)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 12.1 6.1 or 12.2 6.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 1 contract
Samples: Research Agreement (Vertex Pharmaceuticals Inc / Ma)
Claims Procedures. Each A Party entitled to be indemnified by the other Party pursuant to Sections 6.4 or 6.5 hereof (an “Indemnified Party”) pursuant to Section 12.1 or 12.2 hereof shall give written notice to the other Party (an “Indemnifying Party”) promptly promptly, and in any event no later than sixty (60) calendar days, after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume control over the defense of any such claim or any litigation resulting therefrom; providedprovided that:
Appears in 1 contract
Samples: Collaboration and Technology Transfer Agreement (Replicel Life Sciences Inc.)
Claims Procedures. Each Party party entitled to be indemnified by the other Party party (an “Indemnified Party”) pursuant to Section 12.1 8.1 or 12.2 8.2 hereof shall give notice to the other Party party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 1 contract
Samples: Certain Confidential Information (Combinatorx, Inc)
Claims Procedures. Each (a) The Party entitled to be indemnified by the other Party (an the “Indemnified Party”) pursuant to Section 12.1 10.1 or 12.2 hereof 10.2 shall give notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, however, that:
Appears in 1 contract
Claims Procedures. Each Party A person or entity entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 13.1 or 12.2 13.2 hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; providedprovided that:
Appears in 1 contract
Samples: Amended and Restated Agreement (Altair Nanotechnologies Inc)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 12.1 or 12.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 1 contract
Samples: Development and License Agreement (Biospecifics Technologies Corp)
Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 (Catalyst Indemnification) or 12.2 Section 12.1 (Santhera Indemnification) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that:
Appears in 1 contract
Samples: License and Collaboration Agreement (Catalyst Pharmaceuticals, Inc.)
Claims Procedures. Each A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 7.7 (a) or 12.2 (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; there from, provided:
Appears in 1 contract
Samples: License Agreement (Cabg Medical Inc)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 12.1 14.1 or 12.2 14.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 1 contract
Samples: Research Agreement (Vertex Pharmaceuticals Inc / Ma)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “"Indemnified Party”") pursuant to Section 12.1 8.1 or 12.2 8.2 hereof shall give notice to the other Party (an “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided:
Appears in 1 contract
Samples: Development and Commecialization Agreement (Vertex Pharmaceuticals Inc / Ma)
Claims Procedures. Each Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 12.1 7.1 or 12.2 7.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided:, however: [..**..] Confidential Treatment Requested 33
Appears in 1 contract
