Common use of Joint Defendants Clause in Contracts

Joint Defendants. If a product liability suit is brought against either Party relating in any way to a Licensed Product or Licensed Compound, and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the complaint as to whether a claim exists for which there is a right of indemnification pursuant to Section 11.7.1 or 11.7.2 above, then Celgene shall be responsible for controlling the defense of such suit in the first instance. During such period that Celgene is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Celgene and Acceleron each shall be responsible for [* * *] of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of Acceleron, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim exists for which indemnification may be obtained in accordance with Section 11.7.1 or 11.7.2 above, then the indemnification provisions of either Section 11.7.1 or 11.7.2 above, whichever is applicable, and the indemnification procedures of Section 11.7.3 shall become applicable and govern further proceedings in the suit, and the Party responsible for such claim shall reimburse the other Party for all costs that would have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions applied.

Joint Defendants. If a product liability suit is brought against either Party relating in any way to a Licensed Product or Licensed Compound, and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the complaint as to whether a claim exists for which there is a right of indemnification pursuant to Section 11.7.1 12.7.1 or 11.7.2 12.7.2 above, then Celgene shall be responsible for controlling the defense of such suit in the first instance. During such period that Celgene is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Celgene and Acceleron each shall be responsible for [* * *] of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of Acceleron, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim exists for which indemnification may be obtained in accordance with Section 11.7.1 12.7.1 or 11.7.2 12.7.2 above, then the indemnification provisions of either Section 11.7.1 12.7.1 or 11.7.2 12.7.2 above, whichever is applicable, and the indemnification procedures of Section 11.7.3 12.7.3 shall become applicable and govern further proceedings in the suit, and the Party responsible for such claim shall reimburse the other Party for all costs that would have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions applied.

Joint Defendants. If a product liability Subject to any applicable Development & Commercialization Agreement, if any suit is brought against either any Party relating in any way to a Licensed Product any Program Compound(s) or Licensed CompoundProgram Product(s), and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the complaint as to whether a claim Claim exists for which there is a right of indemnification pursuant to Section 11.7.1 10.1 or 11.7.2 10.2 above, then Celgene Vividion shall be responsible for controlling the defense of such suit in the first instance. During such period that Celgene Vividion is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Celgene and Acceleron Vividion each shall be responsible for [* * *] fifty percent (50%) of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of AcceleronCelgene, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim Claim exists for which indemnification may be obtained in accordance with Section 11.7.1 10.1 or 11.7.2 above10.2, then the indemnification provisions of either Section 11.7.1 10.1 or 11.7.2 above10.2, whichever is applicable, and the indemnification procedures of Section 11.7.3 shall become applicable and govern further proceedings in the suit, and the Party determined to be responsible for such claim shall reimburse the other Party for all prior costs that would incurred by such other Party for which indemnification should have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions appliedobtained in accordance with Section 10.1 or 10.2.

Joint Defendants. If a product liability suit is brought against either Party relating in any way to a Collaboration Compound, Licensed Product or Licensed Compound, and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the complaint as to whether a claim exists for which there is a right of indemnification pursuant to Section 11.7.1 13.1 or 11.7.2 13.2 above, then Celgene shall be responsible for controlling the defense of such suit in the first instance. During such period that Celgene is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Celgene and Acceleron Agios each shall be responsible for [* * *] 50% of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of AcceleronAgios, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim exists for which indemnification may be obtained in accordance with Section 11.7.1 13.1 or 11.7.2 above13.2, then the indemnification provisions of either Section 11.7.1 13.1 or 11.7.2 above13.2, whichever is applicable, and the indemnification procedures of Section 11.7.3 shall become applicable and govern further proceedings in the suit, and the Party determined to be responsible for such claim shall reimburse the other Party for all prior costs that would incurred by such other Party for which indemnification should have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions appliedobtained in accordance with Section 13.1 or 13.2.

Joint Defendants. If a product liability suit is brought against either Party relating in any way to a Licensed Product or Licensed Compound, Compound and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the complaint as to whether a claim exists for which there is a right of indemnification pursuant to Section 11.7.1 19.2 or 11.7.2 19.3 above, then Celgene Pharmion shall be responsible for controlling the defense of such suit in the first instance. During such all the period that Celgene Pharmion is controlling the defense of such defensesuit, with regard to the costs of such defense, including attorneys’ fees, Celgene Pharmion and Acceleron MG each shall be responsible for [* * *] fifty percent (50%) of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of AcceleronMG, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim exists for which indemnification may be obtained in accordance with Section 11.7.1 19.2 or 11.7.2 19.3 above, then the indemnification provisions of either Section 11.7.1 19.2 or 11.7.2 19.3 above, whichever is applicable, and the indemnification procedures of Section 11.7.3 19.5 shall become applicable and govern further proceedings in the suit, and the Party responsible for such claim shall reimburse the other Party for all costs that would have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions applied.

Joint Defendants. If a product liability suit is brought against either Party relating in any way to a Licensed Product or Licensed Compound, and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the complaint as to whether a claim exists for which there is a right of indemnification pursuant to Section 11.7.1 or 11.7.2 above, then Celgene shall be responsible for controlling the defense of such suit in the first instance. During such period that Celgene is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Celgene and Acceleron each shall be responsible for [* * *] of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of Acceleron, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim exists for which indemnification may be obtained in accordance with Section 11.7.1 or 11.7.2 above, then the indemnification provisions of either Section 11.7.1 or 11.7.2 above, whichever is applicable, and the indemnification procedures of Section 11.7.3 shall become applicable and govern further proceedings in the suit, and the Party responsible for such claim shall reimburse the other Party for all costs that would have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions applied.

Joint Defendants. If a product liability any suit is brought against either Party relating in any way to a Licensed Product any Program Compound(s) or Licensed CompoundProgram Product(s), and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the complaint as to whether a claim Claim exists for which there is a right of indemnification pursuant to Section 11.7.1 10.1 or 11.7.2 10.2 above, then Celgene Agios shall be responsible for controlling the defense of such suit in the first instance. During such period that Celgene Agios is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Celgene and Acceleron Agios each shall be responsible for [* * *] fifty percent (50%) of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of AcceleronCelgene, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim Claim exists for which indemnification may be obtained in accordance with Section 11.7.1 10.1 or 11.7.2 above10.2, then the indemnification provisions of either Section 11.7.1 10.1 or 11.7.2 above10.2, whichever is applicable, and the indemnification procedures of Section 11.7.3 shall become applicable and govern further proceedings in the suit, and the Party determined to be responsible for such claim shall reimburse the other Party for all prior costs that would incurred by such other Party for which indemnification should have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions appliedobtained in accordance with Section 10.1 or 10.2.

Joint Defendants. If a product liability suit is brought against either Party relating in any way to a Licensed Product or Licensed Compound, and it is not clear from the allegations in the complaint or the known facts surrounding the allegations in the 81 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. complaint as to whether a claim exists for which there is a right of indemnification pursuant to Section 11.7.1 or 11.7.2 above, then Celgene shall be responsible for controlling the defense of such suit in the first instance. During such period that Celgene is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Celgene and Acceleron each shall be responsible for [* * *] of all such costs. No settlement, consent judgment or other voluntary final disposition of any such suit may be entered into without the prior written consent of Acceleron, which consent shall not be unreasonably withheld or delayed. If, at any time in the course of such suit, it becomes apparent from discovery or otherwise that a claim exists for which indemnification may be obtained in accordance with Section 11.7.1 or 11.7.2 above, then the indemnification provisions of either Section 11.7.1 or 11.7.2 above, whichever is applicable, and the indemnification procedures of Section 11.7.3 shall become applicable and govern further proceedings in the suit, and the Party responsible for such claim shall reimburse the other Party for all costs that would have been the indemnifying Party’s responsibility if it had been apparent from the beginning that the indemnification provisions applied.