Common use of Notice and Assistance Clause in Contracts

Notice and Assistance. Each Party shall promptly notify the other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively "Actions"), related to the Product, the Substance, the Trademark, or any Regulatory Approval, asserted or threatened against such Party (the "Defending Party"). With respect to any Actions relating to the Product, the Substance, the Trademark or any Regulatory Approval asserted against a Defending Party, the other Party shall, at no out-of-pocket expense to it except as otherwise provided in this Article 12, reasonably cooperate with and provide such reasonable assistance to such Defending Party as such Defending Party may reasonably request in connection with its defense against such Actions. Such reasonable assistance may include, without limitation, providing copies of all relevant correspondence and other materials that the Defending Party may reasonably request, provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 13 hereof.

Appears in 2 contracts

Samples: License Agreement (First Horizon Pharmaceutical Corp), License Agreement (First Horizon Pharmaceutical Corp)

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Notice and Assistance. Each Party shall promptly notify the --------------------- other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively "Actions"), Claim related to the any Product, the SubstanceIntellectual Property, the Trademark, any Applicable Laws or any Regulatory Approval, other matter asserted or threatened against such Party (the "Defending Party") with respect to which --------------- it expects to seek indemnification from the other Party hereunder (an "Indemnifiable Claim"). With respect to any Actions relating to the Product, the Substance, the Trademark or any Regulatory Approval Indemnifiable Claims asserted ------------------- against a Defending Party, the other Party shall, at no out-of-pocket expense to it except as otherwise provided in this Article 129, reasonably cooperate --------- with and provide such reasonable assistance to such the Defending Party as such Defending Party may reasonably request in connection with its defense against such ActionsIndemnifiable Claim. Such reasonable assistance may shall include, without limitationbut is not limited to, providing copies of all relevant documents, correspondence and other materials that the Defending Party may reasonably request, ; provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 13 hereof.10. ----------

Appears in 1 contract

Samples: Product Acquisition Agreement (Kv Pharmaceutical Co /De/)

Notice and Assistance. Each Party shall promptly notify the --------------------- other, in writing, if it learns of any litigation, claim, administrative or criminal proceedings (collectively "Actions"), Claim related to the any Product, the SubstanceKnow-How, the TrademarkIntellectual Property, any Applicable Laws or any Regulatory Approval, other matter asserted or threatened against such Party (the "Defending Party") with respect to which it expects to seek indemnification from the other Party hereunder (an "Indemnifiable Claim"). With respect to any Actions relating to the Product, the Substance, the Trademark or any Regulatory Approval Indemnifiable Claims asserted against a Defending Party, the other Party shall, at no out-of-pocket expense to it except as otherwise provided in this Article 1211, reasonably cooperate with and provide such reasonable assistance to such the Defending Party as such Defending Party may reasonably request in connection with its defense against such ActionsIndemnifiable Claim. Such reasonable assistance may shall include, without limitationbut is not limited to, providing copies of all relevant documents, correspondence and other materials that the Defending Party may reasonably request, ; provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 13 hereof12.

Appears in 1 contract

Samples: Product Acquisition Agreement (Kv Pharmaceutical Co /De/)

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Notice and Assistance. Each Party shall promptly notify the other, in writing, if it learns of any litigation, claim, or administrative or criminal proceedings (collectively "Actions"), related to the Product, the SubstanceAcquired Trademarks and Patent, the Trademark, Licensed Trademarks or any Regulatory Approval, asserted or threatened against such Party (the "Defending Party"). With respect to any Actions relating to the Product, the SubstanceAcquired Trademarks and Patent, the Trademark Licensed Trademarks or any Regulatory Approval asserted against a Defending Party, the other Party shall, at no out-of-pocket expense to it except as otherwise provided in this Article 12, reasonably cooperate with and provide such reasonable assistance to such Defending Party as such Defending Party may reasonably request in connection with its defense against such Actions. Such reasonable assistance may shall include, without limitation, providing copies of all relevant correspondence and other materials that the Defending Party may reasonably request, provided, however, that any Confidential Information so provided shall be treated in accordance with the provisions of Article 13 hereof.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)

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