General Conditions of Indemnification. Each party’s agreement to indemnify, defend and hold the other party harmless is conditioned upon the indemnified party (i) providing written notice to the indemnifying party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party has knowledge of such claim; (ii) permitting the indemnifying party to assume full responsibility to investigate, prepare for and defend against any such claim or demand; (iii) assisting the indemnifying party, at the indemnifying party’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the indemnifying party’s written consent.
Appears in 3 contracts
Samples: Standard Development Agreement (CymaBay Therapeutics, Inc.), Standard Development Agreement (CymaBay Therapeutics, Inc.), Standard Development Agreement (CymaBay Therapeutics, Inc.)
General Conditions of Indemnification. Each partyParty’s agreement to indemnify, defend and hold the other party Party harmless is conditioned upon on the indemnified party Party (i) providing written notice to the indemnifying party Party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party Party has knowledge of such claim; (ii) permitting the indemnifying party Party to assume full responsibility to investigate, prepare for and for, defend against and settle any such claim or demand; (iii) assisting the indemnifying partyParty, at the indemnifying partyParty’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the indemnifying partyParty’s written consent.
Appears in 3 contracts
Samples: Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.), Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.), Development and Clinical Manufacture Agreement (CymaBay Therapeutics, Inc.)
General Conditions of Indemnification. Each partyParty’s agreement to indemnify, defend and hold the other party Party harmless is conditioned upon on the indemnified party Party (ia) providing written notice to the indemnifying party Party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party Party has knowledge of such claim; (iib) permitting the indemnifying party Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand; (iiic) assisting the indemnifying partyParty, at the indemnifying partyParty’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (ivd) not compromising or settling such claim or demand without the indemnifying partyParty’s written consent.
Appears in 2 contracts
Samples: Supply Agreement (Talis Biomedical Corp), Supply Agreement (Talis Biomedical Corp)
General Conditions of Indemnification. Each party’s agreement to indemnify, defend and hold the other party harmless is conditioned upon on the indemnified party (ia) providing prompt written notice to the indemnifying party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party has knowledge of such claim; (iib) permitting the indemnifying party to assume full responsibility to investigate, prepare for and defend against any such claim or demand; (iiic) assisting the indemnifying party, at the indemnifying party’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (ivd) not compromising or settling such claim or demand without the indemnifying party’s written consent, which shall not be unreasonably withheld.
Appears in 2 contracts
Samples: License Agreement (Sequenom Inc), Stock and Asset Purchase Agreement (Sequenom Inc)
General Conditions of Indemnification. Each party’s agreement to indemnify, defend and hold the other party harmless is conditioned upon on the indemnified party (ia) providing written notice to the indemnifying party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party has knowledge of such claim; (iib) permitting the indemnifying party to assume full responsibility to investigate, prepare for and defend against any such claim or demand; (iiic) assisting the indemnifying party, at the indemnifying party’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (ivd) not compromising or settling such claim or demand without the indemnifying party’s written consent.
Appears in 1 contract
Samples: Supply Agreement (Volcano Corp)
General Conditions of Indemnification. Each partyParty’s agreement to indemnify, defend and hold the other party Party harmless is conditioned upon on the indemnified party Party (i) providing written notice to the indemnifying party Party of any claim for which it is seeking indemnification hereunder promptly after the indemnified party Party has knowledge of such claim; (ii) permitting the indemnifying party Party to assume full responsibility to investigate, prepare for and defend against any such claim or demand; (iii) assisting the indemnifying partyParty, at the indemnifying partyParty’s reasonable expense, in the investigation of, preparation for and defense of any such claim or demand; and (iv) not compromising or settling such claim or demand without the indemnifying partyParty’s written consent.
Appears in 1 contract
Samples: Master Agreement for Pharmaceutical Development and Manufacturing Services (Relypsa Inc)