Common use of Obligations of the Party Seeking to Be Indemnified Clause in Contracts

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee or PTI Indemnitee (each an “Indemnified Party”) receives any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT or PTI, as the case may be (in each case an “Indemnifying Party”), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party defending the same, and then only with the consent of the other Party, which shall not be unreasonably withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee Ribapharm, ICN, Roche, or PTI Indemnitee any Affiliate (in each case, an “Indemnified Party”) receives any written Third Party claims Claim which it believes is the subject of indemnity hereunder under this Agreement by DURECT Ribapharm, ICN or PTIRoche, as the case may be (in each case case, an “Indemnifying Party”), the Indemnified Party shallwill, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided that the failure . Failure to give timely notice to the Indemnifying Party as contemplated hereby shall will not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall will have the right, by prompt notice to the Indemnified Party, to assume the defense of such the claim at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such the claim or, having done so, does not diligently pursue such the defense, the Indemnified Party may assume such the defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall will be for the account of the Indemnified Party. The Party party not assuming the defense of any such the claim shall will render all reasonable assistance to the Party party assuming such the defense, and all out-of-pocket costs of such assistance shall will be for the account of the Indemnifying Party. No such claim shall will be settled other than by the Party party defending the sameclaim, and then only with the consent of the other Partyparty, which shall will not be unreasonably withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability withheld or obligation which cannot be assumed and performed in full by the Indemnifying Partydelayed.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee Licensor, Licensee, any Affiliate or PTI Indemnitee any Sublicensee (in each case, an “Indemnified Party”INDEMNIFIED PARTY) receives any written Third Party claims Claim which it believes is the subject of indemnity hereunder under this Agreement by DURECT Licensor or PTILicensee, as the case may be (in each case case, an “Indemnifying Party”INDEMNIFYING PARTY), the Indemnified Party shallwill, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided that the failure . Failure to give timely notice to the Indemnifying Party as contemplated hereby shall will not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall will have the right, by prompt notice to the Indemnified Party, to assume the defense of such the claim at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such the claim or, having done so, does not diligently pursue such the defense, the Indemnified Party may assume such the defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall will be for the account of the Indemnified Party. The Party not assuming the defense of any such the claim shall will render all reasonable assistance to the Party assuming such the defense, and all out-of-pocket costs of such assistance shall will be for the account of the Indemnifying Party. No such claim shall will be settled other than by the Party defending the sameclaim, and then only with the consent of the other Party, which shall will not be unreasonably withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee any party entitled to indemnity under this Article X (in each case, an INDEMNIFIED PARTY) desires to seek indemnity under this Agreement from Metabasis or PTI Indemnitee (each an “Indemnified Party”) receives any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT or PTIICN, as the case may be (in each case case, an “Indemnifying Party”INDEMNIFYING PARTY), the Indemnified Party shall, will as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim any Claim to the extent known to the Indemnified Party; provided that the failure . Failure to give timely notice to the Indemnifying Party as contemplated hereby shall will not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall will have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim the matter at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such the claim or, having done so, does not diligently pursue such the defense, the Indemnified Party may assume such the defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall will be for the account of the Indemnified Party. The Party not assuming the defense of any such the claim shall will render all reasonable assistance to the Party assuming such the defense, and all out-of-pocket costs of such assistance shall will be for the account of the Indemnifying Party. No such claim shall will be settled other than by the Party defending the sameclaim, and then only with the consent of the other Party, which shall will not be unreasonably withheld; provided . In the event that the Indemnified Party is an Affiliate, director, officer, employee or agent of a Party to this Agreement, such Indemnified Party's rights to indemnification shall have no obligation to consent to any settlement of any be pursued through and such claim which imposes on the Indemnified Party any liability or obligation which cannot shall be assumed and performed in full represented for such purposes by the Indemnifying Partysuch Party to this Agreement.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee PAR or PTI Indemnitee any --------------------------------------------------- of its affiliates or subsidiaries or MOVA or any of its affiliates or subsidiaries (in each case an “"Indemnified Party”") receives receive any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT MOVA or PTIPAR, as the case may be (in each case an “"Indemnifying Party”"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim claim, or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party party not assuming the defense of any such claim shall render all reasonable assistance to the Party party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party party defending the same, and then only with the consent of the other Partyparty, which shall not be unreasonably withheld; provided provided, that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any and liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee Novopharm or PTI Indemnitee any of its Affiliates or subsidiaries or Lannett or any of its Affiliates or subsidiaries (in each case an “"Indemnified Party”") receives receive any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT Lannett or PTINovopharm, as the case may be (in each case an “"Indemnifying Party”"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, ; including full particulars of such claim to the extent known to the Indemnified Party; provided provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim claim, or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party party not assuming the defense of any such claim shall render all reasonable assistance to the Party party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party party defending the same, and then only with the consent of the other Partyparty, which shall not be unreasonably withheld; provided provided, that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee ________ or PTI Indemnitee any of its Affiliates or subsidiaries or Lannett or any of its Affiliates or subsidiaries (in each case an “"Indemnified Party”") receives receive any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT Lannett or PTI______, as the case may be (in each case an “"Indemnifying Party”"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim claim, or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party party not assuming the defense of any such claim shall render all reasonable assistance to the Party party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party party defending the same, and then only with the consent of the other Partyparty, which shall not be unreasonably withheld; provided provided, that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee __________ or PTI Indemnitee any of its Affiliates or subsidiaries or Lannett or any of its Affiliates or subsidiaries (in each case an “"Indemnified Party”") receives receive any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT Lannett or PTI____________, as the case may be (in each case an “"Indemnifying Party”"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, ; including full particulars of such claim to the extent known to the Indemnified Party; provided provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim claim, or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party party not assuming the defense of any such claim shall render all reasonable assistance to the Party party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party party defending the same, and then only with the consent of the other Partyparty, which shall not be unreasonably withheld; provided provided, that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee ________ or PTI Indemnitee any of its Affiliates or subsidiaries or Lannett or any of its Affiliates or subsidiaries (in each case an “"Indemnified Party”") receives receive any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT Lannett or PTI____________, as the case may be (in each case an “"Indemnifying Party”"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, ; including full particulars of such claim to the extent known to the Indemnified Party; provided provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim claim, or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party party not assuming the defense of any such claim shall render all reasonable assistance to the Party party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party party defending the same, and then only with the consent of the other Partyparty, which shall not be unreasonably withheld; provided provided, that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee MOVA or PTI Indemnitee any of its Affiliates or subsidiaries or Lannett or any of its Affiliates or subsidiaries (in each case an “"Indemnified Party”") receives receive any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT Lannett or PTIMOVA, as the case may be (in each case an “"Indemnifying Party”"), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided provided, that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party, and at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim claim, or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party party not assuming the defense of any such claim shall render all reasonable assistance to the Party party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party party defending the same, and then only with the consent of the other Partyparty, which shall not be unreasonably withheld; provided provided, that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee or PTI Indemnitee BioPartners or any of their respective Affiliates, directors, officers or employees (each an “Indemnified Party”) receives any written Third Party claims which it believes is the subject of indemnity hereunder by DURECT or PTIBioPartners, as the case may be (in each case an “Indemnifying Party”), the Indemnified Party shall, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided that the failure to give timely notice to the Indemnifying Party as contemplated hereby shall not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall have the right, by prompt notice to the Indemnified Party, to assume the defense of such claim at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such claim or, having done so, does not diligently pursue such defense, the Indemnified Party may assume such defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall be for the account of the Indemnified Party. The Party not assuming the defense of any such claim shall render all reasonable assistance to the Party assuming such defense, and all out-of-pocket costs of such assistance shall be for the account of the Indemnifying Party. No such claim shall be settled other than by the Party defending the same, and then only with the consent of the other Party, which shall not be unreasonably withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.

Obligations of the Party Seeking to Be Indemnified. If a DURECT Indemnitee Licensor, Licensee, any Affiliate or PTI Indemnitee any Sublicensee (in each case, an “Indemnified Party”) receives any written Third Party claims Claim which it believes is the subject of indemnity hereunder under this Agreement by DURECT Licensor or PTILicensee, as the case may be (in each case case, an “Indemnifying Party”), the Indemnified Party shallwill, as soon as reasonably practicable after forming such belief, give notice thereof to the Indemnifying Party, including full particulars of such claim to the extent known to the Indemnified Party; provided that the failure . Failure to give timely notice to the Indemnifying Party as contemplated hereby shall will not release the Indemnifying Party from any liability to the Indemnified Party except to the extent that the Indemnifying Party is injured by such delay. The Indemnifying Party shall will have the right, by prompt notice to the Indemnified Party, to assume the defense of such the claim at the cost of the Indemnifying Party. If the Indemnifying Party does not assume the defense of such the claim or, having done so, does not diligently pursue such the defense, the Indemnified Party may assume such the defense, with counsel of its choice, but at the cost and for the account of the Indemnifying Party. If the Indemnifying Party so assumes such defense, the Indemnified Party may participate therein through counsel of its choice, but the cost of such counsel shall will be for the account of the Indemnified Party. The Party not assuming the defense of any such the claim shall will render all reasonable assistance to the Party assuming such the defense, and all out-of-pocket costs of such assistance shall will be for the account of the Indemnifying Party. No such claim shall will be settled other than by the Party defending the sameclaim, and then only with the consent of the other Party, which shall will not be unreasonably withheld; provided that the Indemnified Party shall have no obligation to consent to any settlement of any such claim which imposes on the Indemnified Party any liability or obligation which cannot be assumed and performed in full by the Indemnifying Party.