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, 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 10.6.1 or 10.6.2 above, then Genocea shall be responsible for controlling the defense of such suit in the first instance. During such period that Genocea is controlling such defense, with regard to the costs of such defense, including attorneys’ fees, Genocea and Isconova 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 Isconova, 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 10.6.1 or 10.6.2 above, then the indemnification provisions of either Section 10.6.1 or above, whichever is applicable, and the indemnification procedures of Section 10.6.3 shall become applicable and govern further proceedings in the suit.