Common use of INDEMNIFICATION, PRODUCT LIABILITY Clause in Contracts

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder or from a breach by LICENSEE of any of its representations, warranties or obligations under this Agreement, provided however, that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the right to select and retain counsel of its own at its own expense to defend MSK’s interests.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder or from a breach by LICENSEE of any of its representations, warranties or obligations under this Agreement, provided however, that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment judgement with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s ’S expense. MSK at all times reserves the right to select and retain counsel of its own at its own expense to defend MSK’s interests.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) third party claims and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products or Licensed Services hereunder or from a breach by LICENSEE of any of its express representations, warranties or obligations under this Agreement, provided however, that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves Rule 406 of the right to select and retain counsel Securities Act of its own at its own expense to defend MSK’s interests1933, as amended.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE Licensee will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) third party claims and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder or from a breach by LICENSEE Licensee of any of its representations, warranties or obligations under this Agreement, provided provided, however, that LICENSEE Licensee will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The Indemnitee will promptly give notice to LICENSEE Licensee of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE Licensee will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE Licensee will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE Licensee has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEELicensee’s expense. MSK at all times reserves the right to select and retain counsel of its own at its own expense to defend MSK’s interests.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will 11.1 Licensee shall indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee“ Institution Indemnitee ”), against all Third Party Claims (as defined herein) costs, liabilities and expenses (including legal expenses and reasonable attorney’s fees) (“ Costs ”) resulting directly from a third party claim, proceeding, or demand against an Institution Indemnitee (a “ Claim ”) to the extent arising directly out of of: (a) the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the development or commercialization of a Licensed Product by Licensee or its Affiliate or Sublicensee under this Agreement; (b) production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder by Licensee or from a its Affiliate or Sublicensee, or (c) the breach by LICENSEE Licensee of any of its representations, warranties or obligations under this Agreement or any Ancillary Agreement, provided however, that LICENSEE Licensee will not be obligated to indemnify, defend and hold harmless any Institution Indemnitee against any claim, proceeding, demand, expense, Cost or liability Claim to the extent it arises out of, results from, or is increased by (aw) fraud, the material MSK’s or an Institution Indemnitee’s breach of its representations or warranties under this Agreement by or the Manufacturing Services Agreement, (x) MSK’s or an Institution Indemnitee’s willful misconduct or gross negligence, or (by) MSK’s gross negligence supplying to Licensee a Licensed Product manufactured by (or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (ion behalf of) MSK that does not release conform to the Indemnitee from all liability specifications therefor or to FDA manufacturing requirements or guidance, or has otherwise not been manufactured [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with respect the Securities and Exchange Commission pursuant to such third party claimRule 406 of the Securities Act of 1933, as amended. in accordance with the requirements of the Manufacturing Services Agreement), or (iiz) which may materially adversely affect the Indemnitee any clinical trials conducted by, or under which the Indemnitee would incur other use of any obligation Licensed Product by, MSK or liabilityits Affiliate at any time, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the right to select and retain counsel under authority of its own at its own expense to defend MSK’s interestsLicensee.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK MSK, MIT, and its their respective trustees, directors, officers, medical and professional staff, faculty, employees, students, affiliates and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever arising out of or in connection with this Agreement, or resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products or Licensed Services hereunder or from a breach by LICENSEE of any of its representations, warranties or obligations under this Agreement, provided however, that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The Indemnitee will promptly give Indemnitees agree to provide LICENSEE with prompt written notice to LICENSEE of any claims claim, suit, action, demand, or proceedings judgment for which might be covered by indemnification is sought under this Section 10.1 Agreement. LICENSEE agrees, at its own expense, to provide attorneys reasonably acceptable to MSK and MIT to defend against any such claim. The Indemnitees shall reasonably cooperate with LICENSEE in such defense and will permit LICENSEE to conduct and control such defense and the disposition of such claim, suit, or action (including all decisions relative to litigation, appeal, and settlement); provided, however, that any Indemnitee shall have the right to defend retain its own counsel, at the sameexpense of LICENSEE, including selection if representation of such Indemnitee by the counsel retained by LICENSEE would be inappropriate because of actual or potential differences in the interests of such Indemnitee and control any other party represented by such counsel. LICENSEE agrees to keep MSK and MIT informed of the proceedings; provided that progress in the defense and disposition of such claim and to consult with MSK and MIT with regard to any proposed settlement. LICENSEE will notshall not enter into any settlement, consent judgment, or other voluntary final disposition of any claim on behalf of any Indemnitee(s) without the prior written consent of MSK and MIT. [****] Certain information in this document has been omitted and filed separately with the Indemnitee, settle or consent to the entry of any judgment Securities and Exchange Commission. Confidential treatment has been requested with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the right to select and retain counsel of its own at its own expense to defend MSK’s interestsomitted portions.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE Company will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) Licensor, MSK and its their respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) third party claims and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products or Licensed Services hereunder or from a breach by LICENSEE Company of any of its express representations, warranties or obligations under this Agreement, provided however, that LICENSEE Company will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSKLicensor’s gross negligence or willful misconduct. The Indemnitee will promptly give notice to LICENSEE Company of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE Company will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE Company will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE Company has an indemnity obligation hereunder. MSK Licensor agrees to cooperate and provide reasonable assistance to such defense at LICENSEECompany’s expense. MSK Licensor at all times reserves the right to select and retain counsel of its own at its own expense to defend MSKLicensor’s interests.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) third party claims and expenses (including legal expenses and reasonable attorney’s fees) arising out of the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder or from a breach by LICENSEE of any of its representations, warranties or obligations under this Agreement, provided however, that LICENSEE will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, or liability to the extent it arises out of, results from, or is increased by (a) fraud, the material breach of this Agreement by MSK, or (b) MSK’s gross negligence or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (i) that does not release the Indemnitee from all liability with respect to such third party claim, or (ii) which may materially adversely affect the Indemnitee or under which the Indemnitee would incur any obligation or liability, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the right to select and retain counsel of its own at its own expense to defend MSK’s interests.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will 11.1 Licensee shall indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Indemnitee”), against all Third Party Claims (as defined herein) costs, liabilities and expenses (including legal expenses and reasonable attorney’s fees) (“Costs”) resulting directly from a third party claim, proceeding, or demand against an Indemnitee (a “Claim”) to the extent arising directly out of of: (a) the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the development or commercialization of a Licensed Product by Licensee or its Affiliate or Sublicensee under this Agreement; (b) production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder by Licensee or from a its Affiliate or Sublicensee, or (c) the breach by LICENSEE Licensee of any of its representations, warranties or obligations under this Agreement, provided however, that LICENSEE Licensee will not be obligated to indemnify, defend and hold harmless any Indemnitee against any claim, proceeding, demand, expense, Cost or liability Claim to the extent it arises out of, results from, or is increased by (ax) fraud, the material breach of this Agreement by MSK’s or an Indemnitee’s willful misconduct or gross negligence, or (by) MSK’s gross negligence supplying to Licensee a Licensed Product manufactured by (or willful misconducton behalf of) MSK that does not conform to the specifications therefor or to FDA manufacturing requirements or guidance, or (z) any clinical trials conducted by, or other use of any Licensed Product by, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. MSK or its Affiliate at any time, other than under authority of Licensee. The Indemnitee will promptly give notice to LICENSEE Licensee of any claims or proceedings covered Claims for which might be covered by this Section 10.1 it seeks indemnification hereunder, and LICENSEE Licensee will have the right to defend the same, including selection of counsel reasonably acceptable to MSK, and to control of all the proceedings; provided that LICENSEE Licensee will not, without the written consent of the Indemnitee, settle such Claim or consent to the entry of any judgment with respect to the extent that such third party claims settlement or judgment: (i) that does not release the Indemnitee from all liability with respect to such third party claimClaim, or (ii) which may likely will materially adversely affect the Indemnitee or under which the Indemnitee would incur any material obligation or liability, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK and each applicable Indemnitee agrees to cooperate and provide all reasonable assistance to the defense of any such defense Claim, at LICENSEELicensee’s expense. MSK at all times reserves the right to select and retain counsel of its own at its own expense to defend MSK’s interests, provided that MSK shall be responsible for any Costs incurred or resulting from any actions of such counsel that are contrary to Licensee’s control or conduct of the defense.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will 11.1 Licensee shall indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Institution Indemnitee”), against all Third Party Claims (as defined herein) costs, liabilities and expenses (including legal expenses and reasonable attorney’s fees) (“Costs”) resulting directly from a third party claim, proceeding, or demand against an Institution Indemnitee (a “Claim”) to the extent arising directly out of of: (a) the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the development or commercialization of a Licensed Product by Licensee or its Affiliate or Sublicensee under this Agreement; (b) production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder by Licensee or from a its Affiliate or Sublicensee, or (c) the breach by LICENSEE Licensee of any of its representations, warranties or obligations under this Agreement or any Ancillary Agreement, provided however, that LICENSEE Licensee will not be obligated to indemnify, defend and hold harmless any Institution Indemnitee against any claim, proceeding, demand, expense, Cost or liability Claim to the extent it arises out of, results from, or is increased by (aw) fraud, the material MSK’s or an Institution Indemnitee’s breach of its representations or warranties under this Agreement by or the Manufacturing Services Agreement, (x) MSK’s or an Institution Indemnitee’s willful misconduct or gross negligence, or (by) MSK’s gross negligence supplying to Licensee a Licensed Product manufactured by (or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (ion behalf of) MSK that does not release conform to the Indemnitee from all liability specifications therefor or to FDA manufacturing requirements or guidance, or has otherwise not been manufactured [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with respect the Securities and Exchange Commission pursuant to such third party claimRule 406 of the Securities Act of 1933, as amended. in accordance with the requirements of the Manufacturing Services Agreement), or (iiz) which may materially adversely affect the Indemnitee any clinical trials conducted by, or under which the Indemnitee would incur other use of any obligation Licensed Product by, MSK or liabilityits Affiliate at any time, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the right to select and retain counsel under authority of its own at its own expense to defend MSK’s interestsLicensee.

INDEMNIFICATION, PRODUCT LIABILITY. 10.1 LICENSEE will 11.l Licensee shall indemnify, defend and hold harmless (and cause its Sublicensees to so indemnify, defend and hold harmless) MSK and its respective trustees, directors, officers, medical and professional staff, employees, students, and agents and their respective successors, heirs, and assigns (each an “Institution Indemnitee”), against all Third Party Claims (as defined herein) costs, liabilities and expenses (including legal expenses and reasonable attorney’s 's fees) (“Costs”) resulting directly from a third party claim, proceeding, or demand against an Institution Indemnitee (a “Claim”) to the extent arising directly out of of: (a) the death of or injury to any person or persons, or out of any damage to property, against any infringement or misappropriation of intellectual property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the development or commercialization of a Licensed Product by Licensee or its Affiliate or Sublicensee under this Agreement; (b) production, manufacture, sale, use, lease, consumption, or advertisement of Licensed Products hereunder by Licensee or from a its Affiliate or Sublicensee, or (c) the breach by LICENSEE Licensee of any of its representations, warranties or obligations under this Agreement or any Ancillary Agreement, provided however, that LICENSEE Licensee will not be obligated to indemnify, defend and hold harmless any Institution Indemnitee against any claim, proceeding, demand, expense, Cost or liability Claim to the extent it arises out of, results from, or is increased by (aw) fraud, the material MSK's or an Institution Indemnitee's breach of its representations or warranties under this Agreement by or the Manufacturing Services Agreement, (x) MSK's or an Institution Indemnitee's willful misconduct or gross negligence, or (by) MSK’s gross negligence 's supplying to Licensee a Licensed Product manufactured by (or willful misconduct. The Indemnitee will promptly give notice to LICENSEE of any claims or proceedings which might be covered by this Section 10.1 and LICENSEE will have the right to defend the same, including selection of counsel and control of the proceedings; provided that LICENSEE will not, without the written consent of the Indemnitee, settle or consent to the entry of any judgment with respect to such third party claims (ion behalf of) MSK that does not release conform to the Indemnitee from all liability specifications therefor or to FDA manufacturing requirements or guidance, or has otherwise not been manufactured in accordance with respect to such third party claimthe requirements of the Manufacturing Services Agreement), or (iiz) which may materially adversely affect the Indemnitee any clinical trials conducted by, or under which the Indemnitee would incur other use of any obligation Licensed Product by, MSK or liabilityits Affiliate at any time, other than one as to which LICENSEE has an indemnity obligation hereunder. MSK agrees to cooperate and provide reasonable assistance to such defense at LICENSEE’s expense. MSK at all times reserves the right to select and retain counsel under authority of its own at its own expense to defend MSK’s interestsLicensee.