Defense Procedure. Each Protected Party seeking to be defended against a claim under this Agreement shall notify the Defending Party within sixty (60) days of the assertion of any Claim(s) or discovery of any fact upon which the Protected Party intends to base a claim for defense and /or indemnification under this Agreement. The Protected Party’s failure to so notify a Defending Party shall relieve the Defending Party from any liability under this Agreement to the Protected Party with respect to defense or indemnity with respect to such Claim(s).
Defense Procedure. DCH shall notify Contractor within thirty (30) days of the assertion of any Claim(s) or discovery of any fact upon which DCH intends to base a claim for Defense and/or Indemnification under this Agreement. DCH's DCH’s failure to so notify Contractor will not, however, relieve Contractor from any liability under this Agreement to DCH with respect to Defense or Indemnity with respect to such Claim(s).
Defense Procedure. The Party that does not control the defense of a claim under this Section 6.3 shall cooperate with the controlling Party, at the controlling Party’s reasonable request and expense, in any such defense and shall have the right, at its own expense, to be represented separately by counsel of its own choice in any such proceeding. If a Party is entitled to and brings a claim or counterclaim in accordance with this Section 6.3, the other Party shall cooperate fully with the claiming Party in connection therewith, including furnishing powers of attorney, being joined as a party plaintiff in such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours. In connection with any such defense or claim or counterclaim, the controlling Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken in connection with such defense, claim or counterclaim.
Defense Procedure. For all Claims described in Section 9.4: t h e p r o c e s s o f s u b m i t t i n g a n d r e s o l v i n g
Defense Procedure. Each party shall promptly notify the other in writing within ten (10) days of the assertion of any claim or discovery of any fact upon which such party intends to base a claim for defense and/or indemnification under this Agreement. The failure to so notify the other party shall not relieve the other party of the duty to defend and indemnify the notifying party with respect to such claim except to the extent the defense of such claim is actually prejudiced thereby.
Defense Procedure. NAMS shall notify MENTOR in writing within ten (10) days of the assertion of any claim or discovery of any fact upon which NAMS intends to base a claim for defense and/or indemnification under this Agreement. Subject to the provisions of Section 11.3.1, above, NAMS's failure to so notify MENTOR shall not relieve MENTOR of the duty to defend and indemnify NAMS with respect to such claim except to the extent the defense of such claim is actually prejudiced thereby.
Defense Procedure. Each Protected Pry seeking to be defended against a claim under this Agreement shall notify the Defending Party within 60 days of the assertion of any Claim(s) or discovery of any fact upon which the Protected Party intends to base a claim for defense and/or indemnification under this Agreement. The Protected Party's failure to so notify a Defending Party shall relieve the Defending Party from any liability under this Agreement to the Protected Party with respect to defense or indemnity with respect to such claim(s). 7.3
Defense Procedure. If an action for infringement is commenced against either Party or any of its Affiliates asserting that such Party’s performance of its obligations arising out of or relating to this Agreement or the Collaboration infringes the intellectual property rights of a Third Party (a “Third-Party Infringement Suit”), such Party or its Affiliate (as a “Defending Party”) shall defend such Third-Party Infringement Suit at its own expense, and the other Party shall reasonably assist and cooperate with the Defending Party, at its own expense, to the extent necessary in the defense of such Third-Party Infringement Suit. The Defending Party shall have the right to settle such Third-Party Infringement Suit or consent to a judgment thereto, in its sole discretion, so long as such settlement or judgment does not adversely affect the rights of the other Party or its Affiliates (including any patent rights Controlled by any of them), including by entering into a settlement agreement or consenting to a judgment constituting an admission of the invalidity of any patent rights Controlled by any of them (including, in the case of FMI, any FMI Patent Rights or any of FMI’s patent rights outside of the Territory). Where a settlement or judgment to any such Third-Party Infringement Suit would adversely affect the rights of the other Party or its Affiliates (including any patent rights Controlled by any of them), the Defending Party shall not settle such Third-Party Infringement Suit or consent to an adverse judgment thereto without the other Party’s prior written consent. The Defending Party shall incorporate the other Party’s reasonable comments into any filings made by the Defending Party in connection with the defense of any such Third-Party Infringement Suit. The Defending Party shall assume full responsibility for the payment of any award for damages, or any amount due pursuant to any settlement entered into by it and the Third Party that commenced the relevant Third-Party Infringement Suit against it. If a Third-Party Infringement Suit is commenced against all of FMI, Roche, and DiAn (or, in each case, any of its respective Affiliates) in connection with the Parties’ performance of their respective obligations relating to this Agreement or the Collaboration, and DiAn’s performance of its obligations under the Collaboration, the Laboratory Services Agreement, or the Commercialization and Services Agreement, then the Parties and DiAn, through the JSC, shall discuss in good faith...
Defense Procedure. (a) Indemnitee shall give the Company notice within 30 days after he becomes aware of any Claim for which he believes indemnification will or could be sought under this Agreement. Failure to so notify the Company shall not relieve the Company of any liability under this Agreement except to the extent that the Company can demonstrate that it was prejudiced thereby, or of any liability which it may have to Indemnitee otherwise than under this Agreement.
(b) With respect to any Claim for which indemnity is requested pursuant to this Agreement, the Company shall be entitled to assume the defense of such Claim, with counsel approved by Indemnitee, upon delivery to Indemnitee of notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to such Claim (except for the reasonable costs of investigation), provided that (i) Indemnitee shall have the right to employ his own counsel in any such proceeding at Indemnitee's expense; and (ii) if (A) the employment of counsel by Indemnitee has been authorized by the Company, or (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have promptly employed counsel to assume the defense of such proceeding, or if such counsel fails to diligently pursue such defense, the fees and expenses of Indemnitee's own counsel shall be at the expense of the Company. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee's written consent, which consent shall not be unreasonably withheld. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has concluded that there may be a conflict of interest between the Company on the one hand and the Indemnitee on the other hand.
Defense Procedure. The Party that does not control the defense of a claim hereunder shall cooperate with the controlling Party, at the controlling Party’s reasonable request and expense, in any such defense and shall have the right, at its sole cost and expense, to be represented separately by counsel of its own choice in any such proceeding. In the event a Party is entitled to and brings a claim or counterclaim in accordance with this Section 5.3, the other Party shall cooperate fully with the claiming Party, at the claiming Party’s cost and expense, in connection therewith, including furnishing powers of attorney, being joined as a party plaintiff in such action, providing access to relevant documents and other evidence and making its employees available at reasonable business hours. In connection with any such defense or claim or counterclaim, the controlling Party shall consider in good faith any comments from the other Party and shall keep the other Party reasonably informed of any steps taken in connection with such defense, claim or counterclaim.
