Common use of Control of Defense Clause in Contracts

Control of Defense. Any entity entitled to indemnification under this Article 9 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 4 contracts

Samples: License Agreement (Exagen Diagnostics Inc), License Agreement (Exagen Diagnostics Inc), License Agreement (Exagen Diagnostics Inc)

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Control of Defense. Any entity entitled to indemnification under this Article Section 9 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 4 contracts

Samples: License Agreement (Roka BioScience, Inc.), License Agreement (Roka BioScience, Inc.), License Agreement (Roka BioScience, Inc.)

Control of Defense. Any entity entitled to indemnification under this Article 9 10 shall give notice to the indemnifying party Party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party Party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified partyParty. If such defense is assumed by the indemnifying party Party with counsel so selected, the indemnifying party Party will not be subject to any liability for any settlement of such Losses made by the indemnified party Party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party Party with respect to such Losses. The indemnified Party shall provide the indemnifying Party with all information in its possession and all assistance reasonably necessary to enable the indemnifying Party to carry on the defense of any such Losses.

Appears in 3 contracts

Samples: License and Research Collaboration Agreement (Metabasis Therapeutics Inc), License and Research Collaboration Agreement (Metabasis Therapeutics Inc), License and Research Collaboration Agreement (Metabasis Therapeutics Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 12 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 3 contracts

Samples: License and Collaboration Agreement (Myriad Genetics Inc), License and Collaboration Agreement (Maxim Pharmaceuticals Inc), License and Collaboration Agreement (Myriad Pharmaceuticals, Inc.)

Control of Defense. Any entity entitled to indemnification under this Article 9 13 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 3 contracts

Samples: License, Option and Collaboration Agreement (Acadia Pharmaceuticals Inc), Collaboration and Commercialization Agreement (Replidyne Inc), Collaboration and Commercialization Agreement (Replidyne Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 Section 11 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 3 contracts

Samples: Clinical Manufacture and Supply Agreement (Ocera Therapeutics, Inc.), Manufacture and Supply Agreement (Ocera Therapeutics, Inc.), License Agreement (Ocera Therapeutics, Inc.)

Control of Defense. Any entity person entitled to indemnification under this Article 9 11 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 2 contracts

Samples: License Agreement (Vical Inc), License Agreement (Vical Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 6 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. The indemnified party shall provide the indemnifying party with all information in its possession and all assistance reasonably necessary to enable the indemnifying party to carry on the defense of any such Losses.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kura Oncology, Inc.), Asset Purchase Agreement (Kura Oncology, Inc.)

Control of Defense. Any person or entity entitled to indemnification under this Article 9 10 shall give notice to the indemnifying party Party of any Losses Claims that may be subject to indemnification, indemnification promptly after learning such Party learns of such Losses, and the Claim. The indemnifying party Party shall assume the defense of such Losses with Claims using counsel reasonably satisfactory to the indemnified party. If such defense is assumed by Party, and the indemnifying party with counsel so selected, the indemnifying party Party will not be subject to any liability for any settlement of such Losses Claims made by the indemnified party Party without its the indemnifying Party's consent (but such consent will not to be unreasonably withheld or delayed), and will not be obligated to pay the any fees and expenses of any separate counsel retained by the indemnified party Party with respect to such LossesClaim.

Appears in 2 contracts

Samples: Collaboration Agreement (Tularik Inc), Collaboration Agreement (Tularik Inc)

Control of Defense. Any entity person entitled to indemnification under this Article 9 12 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 2 contracts

Samples: Supply and Services Agreement, Supply and Services Agreement (Vical Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 7 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. The indemnified party shall provide the indemnifying party with all information in its possession and all assistance reasonably necessary to enable the indemnifying party to carry on the defense of any such Losses.

Appears in 1 contract

Samples: License Agreement (Optimer Pharmaceuticals Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 10 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 1 contract

Samples: Collaboration Agreement (Targeted Genetics Corp /Wa/)

Control of Defense. Any entity person entitled to indemnification under this Article 9 8 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 1 contract

Samples: Confidential Treatment (Sevion Therapeutics, Inc.)

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Control of Defense. Any entity entitled to indemnification under this Article 9 10 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (consent, but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 1 contract

Samples: License Agreement (Trius Therapeutics Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 shall 12 will give notice to the indemnifying party Party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall Party will assume the defense of such Losses with counsel reasonably satisfactory to the indemnified partyParty. If such defense is assumed by the indemnifying party Party with counsel so selected, the indemnifying party Party will not be subject to any liability for any settlement of such Losses made by the indemnified party Party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party Party with respect to such Losses.

Appears in 1 contract

Samples: Collaboration and License Agreement (Arena Pharmaceuticals Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 11 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 1 contract

Samples: Collaboration and License Agreement (Acadia Pharmaceuticals Inc)

Control of Defense. Any entity person entitled to indemnification under this Article 9 11 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its prior written consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 1 contract

Samples: License Agreement (Vical Inc)

Control of Defense. Any entity entitled to indemnification under this Article 9 Section 10 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld withheld, delayed or delayedconditioned), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses.

Appears in 1 contract

Samples: License Agreement (Par Pharmaceutical Companies, Inc.)

Control of Defense. Any entity entitled to indemnification under this Article 9 10 shall give notice to the indemnifying party Party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party Party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified partyParty. If such defense is assumed by the indemnifying party Party with counsel so selected, the indemnifying party Party will not be subject to any liability for any settlement of such Losses made by the indemnified party Party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party Party with respect to such Losses.

Appears in 1 contract

Samples: Supply and Distribution Agreement (Viveon Health Acquisition Corp.)

Control of Defense. Any entity entitled to indemnification under this Article 9 11 shall give notice to the indemnifying party of any Losses that may be subject to indemnification, promptly after learning of such Losses, and the indemnifying party shall assume the defense of such Losses with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such Losses made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such Losses. The indemnified party shall provide the indemnifying party with all information in its possession and all assistance reasonably necessary to enable the indemnifying party to carry on the defense of any such Losses.

Appears in 1 contract

Samples: License and Collaboration Agreement (Metabasis Therapeutics Inc)

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