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 11.1 and 11.2 hereof may apply, the party seeking indemnification shall notify the indemnifying party 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 the party seeking indemnification shall reasonably conclude that there may be legal defenses available to 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 party’s expense.
Appears in 4 contracts
Samples: License and Supply Agreement (Reliant Pharmaceuticals, Inc.), Development, License and Supply Agreement (Reliant Pharmaceuticals, Inc.), License and Supply Agreement (Reliant Pharmaceuticals, Inc.)
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 11.1 13.1 and 11.2 13.2 hereof may apply, the party seeking indemnification shall notify the indemnifying party 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 the party seeking indemnification shall reasonably conclude that there may be legal defenses available to 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 Partyindemnifying party) to participate in the defense of such action on behalf of such party seeking indemnification, at the indemnifying party’s expense.
Appears in 3 contracts
Samples: License and Supply Agreement (Reliant Pharmaceuticals, Inc.), License and Supply Agreement (Reliant Pharmaceuticals, Inc.), Confidential Execution (Oscient Pharmaceuticals Corp)
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 11.1 7.1 and 11.2 7.2 hereof may apply, the party Party seeking indemnification shall notify the indemnifying party Party in writing 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 it such Party 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 2 contracts
Samples: Master Development and License Agreement (Elite Pharmaceuticals Inc /Nv/), Master Development and License Agreement (Elite Pharmaceuticals Inc /Nv/)
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 11.1 7.1 and 11.2 7.2 hereof may apply, the party Party seeking indemnification shall notify the indemnifying party Party in writing of such fact. 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 the party Party seeking indemnification shall reasonably conclude that there may be legal defenses available to 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: Master Development and License Agreement (Elite Pharmaceuticals Inc /De/)
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 Sections 11.1 and 11.2 hereof may apply, the party seeking indemnification shall notify the indemnifying party 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 the party seeking indemnification shall reasonably conclude that there may be legal defenses available to 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 party’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 11.1 and 11.2 1 1.2 hereof may apply, the party seeking indemnification shall notify the indemnifying party 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 the party seeking indemnification shall reasonably conclude that there may be legal defenses available to 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 party’s expense.
Appears in 1 contract
Samples: Development, License Amd Contract Manufacturing Agreement (Eurand N.V.)
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 11.1 12.1 and 11.2 12.2 hereof may apply, the party Party seeking indemnification shall notify the indemnifying party 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 the party Party seeking indemnification shall reasonably conclude that there may be legal defenses available to 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 indemnifying Party) to participate in the defense of such action on behalf of such party Party seeking indemnification, at the indemnifying partyindemnified Party’s own expense.
Appears in 1 contract
Samples: Development and License Agreement (Avanir Pharmaceuticals)