Defense Procedures; Procedures for Third Party Claims. In the event that any third party asserts a claim with respect to any matter for which an IPSEN Indemnitee or an ACADIA Indemnitee (an “Indemnitee”) is entitled to indemnification hereunder (a “Third Party Claim”), then the Indemnitee shall: (i) promptly notify in writing the indemnifying party under Section 11.1 or 11.2, as applicable (the “Indemnitor”), thereof, (ii) give the Indemnitor sole control of the defense and/or settlement of such Third Party Claim, and (iii) provide the Indemnitor, at the Indemnitor’s expense, with reasonable assistance and full information with respect to such Third Party Claim; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then only to the extent that) the Indemnitor is prejudiced thereby. The Indemnitor shall not settle any claim, suit or proceeding subject to this Section 11 or otherwise consent to an adverse judgment in such claim, suit or proceeding if the same materially diminishes the rights or interests of the Indemnitee without the express written consent of the Indemnitee. Notwithstanding the foregoing, the Indemnitor shall have no obligations for any Third Party Claim if the Indemnitee seeking indemnification makes any admission, settlement or other communication regarding such Third Party Claim without the prior written consent of the Indemnitor, which consent shall not be unreasonably withheld.
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