Common use of Defense; Settlement Clause in Contracts

Defense; Settlement. LICENSEE shall defend and control negotiation of ------------------- settlement of any Claim, as defined in Section 8.1. TUFTS agrees to cooperate fully in the defense of any Claim and may participate in the defense with counsel of TUFTS' choosing, such separate counsel to be at TUFTS' expense unless a conflict of interest exists between LICENSEE and TUFTS with respect to the defense in which case LICENSEE shall pay the reasonable fees and expenses of TUFTS' separate counsel. Any settlement by which TUFTS would incur any obligation or liability, whether for the payment of money, the taking of any action, the refraining from any action, or otherwise, shall require the advance written consent of TUFTS, which may be withheld in the sole discretion of TUFTS without relieving LICENSEE of any of its indemnification or other obligations hereunder.

Defense; Settlement. LICENSEE shall defend and control negotiation of ------------------- settlement of any Claim, as defined in Section 8.1. TUFTS agrees to cooperate fully in the defense of any Claim and may participate in the defense with counsel of TUFTS' ’ choosing, such separate counsel to be at TUFTS' ’ expense unless a conflict of interest exists between LICENSEE and TUFTS with respect to the defense in which case LICENSEE shall pay the reasonable fees and expenses of TUFTS' ’ separate counsel. Any settlement by which TUFTS would incur any obligation or liability, whether for the payment of money, the taking of any action, the refraining from any action, or otherwise, shall require the advance written consent of TUFTS, which may be withheld in the sole discretion of TUFTS without relieving LICENSEE of any of its indemnification or other obligations hereunder.