Common use of Notice and Legal Defense Clause in Contracts

Notice and Legal Defense. Promptly after receipt by a Party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 and 7.2 hereof may apply, the Party seeking indemnification shall notify the indemnifying Party in writing of such fact. The indemnifying Party shall assume the defense thereof; provided, however, that if the defendants in any such action include both the Party seeking indemnification and the indemnifying Party and counsel for the Party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party which are different from or additional to, or inconsistent with, those available to the indemnifying Party, the Party seeking indemnification shall have the right to select separate counsel to participate in the defense of such action on behalf of such Party seeking indemnification, at the indemnifying Party’s expense.

Appears in 4 contracts

Samples: Development and License Agreement (Elite Pharmaceuticals Inc /Nv/), Development and License Agreement (Elite Pharmaceuticals Inc /Nv/), Development and License Agreement (Elite Pharmaceuticals Inc /Nv/)

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Notice and Legal Defense. Promptly after receipt by a Party party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 11.1 and 7.2 11.2 hereof may apply, the Party party seeking indemnification shall notify the indemnifying Party in writing party of such fact. The indemnifying Party party shall assume the defense thereof; provided, however, that if the defendants in any such action include both the Party party seeking indemnification and the indemnifying Party party and counsel for the Party party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party it which are different from or additional to, or inconsistent with, those available to the indemnifying Partyparty, the Party party seeking indemnification shall have the right to select separate counsel (reasonably acceptable to the Indemnifying Party) to participate in the defense of such action on behalf of such Party party seeking indemnification, at the indemnifying Partyparty’s expense.

Appears in 4 contracts

Samples: Development, License and Supply Agreement (Reliant Pharmaceuticals, Inc.), Development, License and Supply Agreement (Reliant Pharmaceuticals, Inc.), Development, License and Supply Agreement (Reliant Pharmaceuticals, Inc.)

Notice and Legal Defense. Promptly after receipt by a Party party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 13.1 and 7.2 13.2 hereof may apply, the Party party seeking indemnification shall notify the indemnifying Party in writing party of such fact. The indemnifying Party party shall assume the defense thereof; provided, however, that if the defendants in any such action include both the Party party seeking indemnification and the indemnifying Party party and counsel for the Party party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party it which are different from or additional to, or inconsistent with, those available to the indemnifying Partyparty, the Party party seeking indemnification shall have the right to select separate counsel (reasonably acceptable to the indemnifying party) to participate in the defense of such action on behalf of such Party party seeking indemnification, at the indemnifying Partyparty’s expense.

Appears in 3 contracts

Samples: Development, License and Supply Agreement (Reliant Pharmaceuticals, Inc.), Development, License and Supply Agreement (Reliant Pharmaceuticals, Inc.), Development, License and Supply Agreement (Oscient Pharmaceuticals Corp)

Notice and Legal Defense. Promptly after receipt by a Party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 and 7.2 hereof may apply, the Party seeking indemnification shall notify the indemnifying Party in writing of such fact. fact The indemnifying Party shall assume the defense thereof; provided, however, that if the defendants in any such action include both the Party seeking indemnification and the indemnifying Party and counsel for the Party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party it which are different from or additional to, or inconsistent with, those available to the indemnifying Party, the Party seeking indemnification shall have the right to select separate counsel to participate in the defense of such action on behalf of such Party seeking indemnification, at the indemnifying Party’s expense.

Appears in 1 contract

Samples: Development and License Agreement (Elite Pharmaceuticals Inc /De/)

Notice and Legal Defense. Promptly after receipt by a Party party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 11.1 and 7.2 1 1.2 hereof may apply, the Party party seeking indemnification shall notify the indemnifying Party in writing party of such fact. The indemnifying Party party shall assume the defense thereof; provided, however, that if the defendants in any such action include both the Party party seeking indemnification and the indemnifying Party party and counsel for the Party party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party it which are different from or additional to, or inconsistent with, those available to the indemnifying Partyparty, the Party party seeking indemnification shall have the right to select separate counsel to participate in the defense of such action on behalf of such Party party seeking indemnification, at the indemnifying Partyparty’s expense.

Appears in 1 contract

Samples: Development, License and Contract Manufacturing Agreement (Eurand N.V.)

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Notice and Legal Defense. Promptly after receipt by a Party party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 Sections 11.1 and 7.2 11.2 hereof may apply, the Party party seeking indemnification shall notify the indemnifying Party in writing party of such fact. The indemnifying Party party shall assume the defense thereof; , provided, however, that if the defendants in any such action include both the Party party seeking indemnification and the indemnifying Party party and counsel for the Party party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party it which are different from or additional to, or inconsistent with, those available to the indemnifying Partyparty, the Party party seeking indemnification shall have the right to select separate counsel (reasonably acceptable to the Indemnifying Party) to participate in the defense of such action on behalf of such Party party seeking indemnification, at the indemnifying Partyparty’s expense.

Appears in 1 contract

Samples: Development, License and Supply Agreement (Eurand N.V.)

Notice and Legal Defense. Promptly after receipt by a Party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 12.1 and 7.2 12.2 hereof may apply, the Party seeking indemnification shall notify the indemnifying Party in writing of such fact. The indemnifying Party shall assume the defense thereof; , provided, however, that if the defendants in any such action include both the Party seeking indemnification and the indemnifying Party and counsel for the Party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party it which are different from or additional to, or inconsistent with, those available to the indemnifying Party, the Party seeking indemnification shall have the right to select separate counsel (reasonably acceptable to the indemnifying Party) to participate in the defense of such action on behalf of such Party seeking indemnification, at the indemnifying indemnified Party’s own expense.

Appears in 1 contract

Samples: Development and License Agreement (Avanir Pharmaceuticals)

Notice and Legal Defense. Promptly after receipt by a Party hereunder of any claim or notice of the commencement of any action, administrative or legal proceeding, or investigation as to which the indemnity provided for in Section 7.1 11.1 and 7.2 11.2 hereof may apply, the Party seeking indemnification shall notify the indemnifying Party in writing within 10 days of such fact. fact The indemnifying Party shall assume the defense thereof; provided, however, that if the defendants in any such action include both the Party seeking indemnification and the indemnifying Party and counsel for the Party seeking indemnification shall reasonably conclude that there may be legal defenses available to such Party it which are different from or additional to, or inconsistent with, those available to the indemnifying Party, the Party seeking indemnification shall have the right to select separate counsel to participate in the defense of such action on behalf of such Party seeking indemnification, at the indemnifying Party’s expense.

Appears in 1 contract

Samples: Development and Supply Agreement (Elite Pharmaceuticals Inc /De/)

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