Common use of Defensive Actions Clause in Contracts

Defensive Actions. Bayer will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of an ArQule Technology) or based on the manufacture or sale of a final product based on a Custom Array Compound. In the event that ArQule intends to claim indemnification under this Subsection. ArQule shall promptly notify Bayer of the infringement action and Bayer shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure to deliver notice to Bayer within a reasonable time shall relieve Bayer of its indemnity obligation under this Subsection to the extent such failure prejudices the ability of Bayer to defend such action. ArQule shall cooperate fully with Bayer and its legal representatives in the investigation and defense of the action. In the event of a settlement, Bayer shall obtain the prior consent of ArQule (which will not be unreasonably withheld) before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.

Defensive Actions. Bayer Sankyo will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of an ArQule Technology) or based on the manufacture or sale of a final product based on a Custom Array CompoundRoyalty-Bearing Product. In the event that ArQule intends to claim indemnification under this Subsection. , ArQule shall promptly notify Bayer Sankyo of the infringement action and Bayer Sankyo shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure by ArQule to deliver notice to Bayer Sankyo within a reasonable time shall relieve Bayer Sankyo of its indemnity obligation under this Subsection Section to the extent such failure prejudices the ability of Bayer Sankyo to defend such action. ArQule shall cooperate fully with Bayer Sankyo and its legal representatives in the investigation and defense of the action. In the event of a settlement, Bayer Sankyo shall obtain the prior consent of ArQule (which will not be unreasonably withheld) before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties Parties under this Agreement.

Defensive Actions. Bayer SB will indemnify, defend, and hold harmless ArQule, its Affiliates, and their respective officers, directors, employees, and agents from any and all loss, damage, cost, and expense (including reasonable attorneys fees) and amounts paid in settlement arising from any actual or alleged infringement claim brought by a third party, in law or in equity, based on activities undertaken by SB or by ArQule at the direction of SB pursuant to this Agreement (except for claims based solely on the practice of an ArQule Patent Right or the use of an ArQule Technology) or based on the manufacture or sale of a final product based on a Custom Array CompoundRoyalty-Bearing Product. In the event that ArQule intends to claim indemnification under this Subsection. , ArQule shall promptly notify Bayer SB of the infringement action and Bayer SB shall assume the defense of the action under its sole control, including the right to effect a settlement. A failure by ArQule to deliver notice to Bayer SB within a reasonable time shall relieve Bayer SB of its indemnity obligation under this Subsection to the extent such failure prejudices the ability of Bayer SB to defend such action. ArQule shall cooperate fully with Bayer SB and its legal representatives in the investigation and defense of the action. In the event of a settlement, Bayer SB shall obtain the prior consent of ArQule (which will not be unreasonably withheld) before agreeing to any settlement that imposes restrictions which are inconsistent with the rights and obligations of the parties under this Agreement.