Common use of PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS Clause in Contracts

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If the Buyer shall claim a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 hereunder arising from any claim or demand of a third party, the Buyer shall notify the Seller in writing of the basis for such claim or demand and such notice shall set forth the nature of the claim or demand in reasonable detail. (b) If any Legal Proceeding is brought by a third party against the Buyer and the Buyer gives notice to the Seller pursuant to Section 6.5(a), the Seller shall be entitled to participate in such Legal Proceeding and, to the extent that it wishes, to assume the defense of such Legal Proceeding if (i) the Seller provides written notice to the Buyer that the Seller intends to undertake such defense and (ii) the Seller conducts the defense of the third-party claim diligently. The Buyer shall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Buyer in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by the Buyer. The Buyer shall cooperate in all reasonable respects with the Seller and its counsel in the defense or compromise of such claim or demand. If the Seller assumes the defense of a Legal Proceeding, no compromise or settlement of such claims may be effected by the Seller without the Buyer’s consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no material adverse effect on the Buyer with respect to any other claims that may be made against it or (B) the sole relief provided is monetary damages that are paid in full as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6. (c) If (i) notice is given to the Seller of the commencement of any third-party Legal Proceeding and the Seller does not, within thirty days after the Buyer’s notice is given, give notice to the Buyer of its election to assume the defense of such Legal Proceeding or (ii) any of the conditions set forth in clauses (i) - (ii) of Section 6.5(b) above become unsatisfied, the Buyer shall (upon notice to the Seller) have the right to undertake the defense, compromise or settlement of such claim; provided that no compromise or settlement of such claim may be affected by the Buyer without the Seller’s consent, which shall not be unreasonably withheld or delayed, if (A) the Buyer will receive as a right of set-off against amounts due under the Note and/or the Launch Products Deferred Payments, as applicable, in accordance with Section 6.6 any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Seller of any Legal Requirement or the rights of any Person, or (C) the compromise or settlement would have a material adverse effect on the Seller with respect to any other claims that may be made against it.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If the Buyer shall claim a right Promptly after receipt by an Indemnified Person of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 hereunder arising from any claim or demand of a third party, the Buyer shall notify the Seller in writing notice of the commencement of any Proceeding against such Indemnified Person, such Indemnified Person will, if a claim is to be made against Seller under Section 7.2, give notice, setting forth the factual basis for such claim or demand and such notice shall set forth in reasonable detail to the nature extent known, to the Seller of the claim or demand in reasonable detailcommencement of such claim, but the failure to notify Seller will not relieve Seller of any liability that Seller may have to any Indemnified Person, except to the extent that Seller is prejudiced by the Indemnified Person's failure to give such notice. (b) If any Legal Proceeding referred to in Section 7.3(a) is brought by a third party against the Buyer an Indemnified Person and the Buyer such Indemnified Person gives notice to Seller of the commencement of such Proceeding, Seller pursuant to Section 6.5(a), the Seller shall will be entitled to participate in such Legal Proceeding and, to the extent that it wishesSeller wishes (unless (i) Seller is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) Seller fails to provide reasonable assurance to the Indemnified Person of Seller’s financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Legal Proceeding if (i) the with counsel reasonably satisfactory to such Indemnified Person and, after notice from Seller provides written notice to the Buyer that the Seller intends Indemnified Person of Seller’s election to undertake such defense and (ii) the Seller conducts assume the defense of such Proceeding, Seller will not, as long as Seller diligently conducts such defense, be liable to the third-party claim diligently. The Buyer shallIndemnified Person under this Article VII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in its sole discretion, have the right to employ separate counsel (who may be selected each case subsequently incurred by the Buyer Indemnified Person in its sole discretion) in any such action and to participate in connection with the defense thereof, and the fees and expenses of such counsel shall be paid by the Buyer. The Buyer shall cooperate in all reasonable respects with the Seller and its counsel in the defense or compromise of such claim or demandProceeding. If the Seller assumes the defense of a Legal Proceeding, (i) no compromise or settlement of such claims may be effected by the Seller without the Buyer’s Indemnified Person's consent (not to be unreasonably withheld, delayed or conditioned) unless (A) there is no finding or admission of any violation of law Legal Requirements, and (B) there is no liability or any violation of the rights of any Person and no material adverse effect restriction on the Buyer Indemnified Person; and (ii) the Indemnified Person will have no liability with respect to any other compromise or settlement of such claims that may be made against it or (B) the sole relief provided is monetary damages that are paid in full as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6. (c) effected without such Indemnified Person’s consent. If (i) notice is given to the Seller of the commencement of any third-party Legal Proceeding and the Seller does not, within thirty 20 days after the Buyer’s Indemnified Person's notice is given, give notice to the Buyer Indemnified Person of its Seller’s election to assume the defense of such Legal Proceeding, the Indemnified Person shall diligently conduct the defense and Seller will be bound by any determination made in such Proceeding or (ii) any of the conditions set forth in clauses (i) - (ii) of Section 6.5(b) above become unsatisfied, the Buyer shall (upon notice to the Seller) have the right to undertake the defense, compromise or settlement of such claim; provided that no compromise or settlement of such claim may be affected effected by the Buyer without the Seller’s consent, which shall not be unreasonably withheld or delayed, if (A) the Buyer will receive as a right of set-off against amounts due under the Note and/or the Launch Products Deferred Payments, as applicable, in accordance with Section 6.6 any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Seller of any Legal Requirement or the rights of any Indemnified Person, or (C) the compromise or settlement would have a material adverse effect on the Seller with respect to any other claims that may be made against it.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If Promptly after receipt by an Indemnified Person under Section 5.2 or (to the Buyer shall extent provided in the last sentence of Section 5.3) Section 5.3 of notice of the commencement of any Proceeding against it, such Indemnified Person will, if a claim a right is to be made against the Company under such Section, give notice to the Company of set-off against amounts due under the Notecommencement of such claim, but the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 hereunder arising from any claim or demand of a third party, the Buyer shall failure to notify the Seller in writing Company will not relieve the Company of any liability that it may have to any Indemnified Person, except to the basis for extent that the Company demonstrates that the defense of such claim or demand and action is prejudiced by the Indemnifying Person's failure to give such notice shall set forth the nature of the claim or demand in reasonable detailnotice. (b) If any Legal Proceeding referred to in Section 5.5(a) is brought by a third party against the Buyer an Indemnified Person and the Buyer it gives notice to the Seller pursuant to Section 6.5(a)Company of the commencement of such 35. Proceeding, the Seller shall Company will be entitled to participate in such Legal Proceeding and, to the extent that it wisheswishes (unless (i) the Company is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) the Indemnified Person fails to provide reasonable assurance to the Indemnified Person of its financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Legal Proceeding if (i) the Seller provides written notice with counsel satisfactory to the Buyer that Indemnified Person and, after notice from the Seller intends Company to undertake such defense and (ii) the Seller conducts Indemnified Person of its election to assume the defense of such Proceeding, the third-party claim diligently. The Buyer shallCompany will not, as long as it diligently conducts such defense, be liable to the Indemnified Person under this Article 5 for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in its sole discretion, have the right to employ separate counsel (who may be selected each case subsequently incurred by the Buyer Indemnified Person in its sole discretion) in any such action and to participate in connection with the defense thereof, and the fees and expenses of such counsel shall be paid by the Buyer. The Buyer shall cooperate in all Proceeding, other than reasonable respects with the Seller and its counsel in the defense or compromise costs of such claim or demandinvestigation. If the Seller Company assumes the defense of a Legal Proceeding, (i) it will be conclusively established for purposes of this Agreement that the claims made in that Proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the Seller Company without the Buyer’s Indemnified Person's consent unless (A) there is no finding or admission of any violation of law Legal Requirements or any violation of the rights of any Person and no material adverse effect on the Buyer with respect to any other claims that may be made against it or the Indemnified Person, and (B) the sole relief provided is monetary damages that are paid in full as a right by the Company; and (iii) the Indemnified Person will have no liability with respect to any compromise or settlement of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6. (c) such claims effected without its consent. If (i) notice is given to the Seller Company of the commencement of any third-party Legal Proceeding and the Seller Company does not, within thirty ten days after the Buyer’s Indemnified Person's notice is given, give notice to the Buyer Indemnified Person of its election to assume the defense of such Legal Proceeding, the Company will be bound by any determination made in such Proceeding or (ii) any compromise or settlement effected by the Indemnified Person. Any settlement or payment by the Company of any claim for indemnification hereunder shall be approved by a majority of the conditions set forth Company's directors who are not designated by the holder or holders of the Series A Preferred Shares pursuant to Section C.2.c.i.A of the Certificate of Designation. (c) Notwithstanding the foregoing, if an Indemnified Person determines in clauses (i) - (ii) good faith that there is a reasonable probability that a Proceeding may adversely affect it or its affiliates other than as a result of Section 6.5(b) above become unsatisfiedmonetary damages for which it would be entitled to indemnification under this Agreement, the Buyer shall (upon Indemnified Person may, by notice to the Seller) have Company, assume the exclusive right to undertake defend, compromise, or settle such Proceeding, but the defense, indemnifying party will not be bound by any determination of a Proceeding so defended or any compromise or settlement of such claim; provided that no compromise or settlement of such claim effected without its consent (which may be affected by the Buyer without the Seller’s consent, which shall not be unreasonably withheld or delayed, if (A) the Buyer will receive as a right of set-off against amounts due under the Note and/or the Launch Products Deferred Payments, as applicable, in accordance with Section 6.6 any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Seller of any Legal Requirement or the rights of any Person, or (C) the compromise or settlement would have a material adverse effect on the Seller with respect to any other claims that may be made against itwithheld).

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If Parent shall give notice to the Buyer shall claim a right Shareholders of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 hereunder any Claim arising from any claim the assertion of liability by third parties promptly after Parent receives notice or demand of a third partybecomes aware thereof, but the Buyer shall failure to notify the Seller in writing Shareholders will not relieve the Shareholders of any liability they may have to Parent, except to the basis for extent that the Shareholders demonstrate that the defense of such claim or demand and Claim has been prejudiced by such notice shall set forth the nature of the claim or demand in reasonable detailfailure to give notice. (b) If any Legal Proceeding is brought by a third party against the Buyer and the Buyer gives notice to the Seller pursuant to Section 6.5(a), the Seller shall be entitled to participate in such Legal Proceeding and, to the extent that it wishes, to assume The Shareholders will undertake the defense of such Legal Proceeding if (i) the Seller provides written thereof by representatives acceptable to Parent unless Parent has given notice to the Buyer that the Seller intends to undertake such defense and (ii) Claim is being defended by an insurer of Parent or the Seller conducts the defense of the third-party claim diligentlyCompany. The Buyer shall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Buyer in its sole discretion) in any such action and to participate in the defense thereof, and the fees All costs and expenses of such counsel defense (including Attorneys Fees and Expenses), and any settlement or compromise resulting from the defense of any Claim, shall be paid for by the Buyer. The Buyer shall cooperate in all reasonable respects with Shareholders to the Seller and its counsel in the defense extent not fully paid or compromise of such claim or demand. If the Seller assumes the defense of a Legal Proceeding, no compromise or settlement of such claims may be effected by the Seller without the Buyer’s consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no material adverse effect on the Buyer with respect to any other claims that may be made against it or (B) the sole relief provided is monetary damages that are paid in full as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Paymentsreimbursed, as applicableappropriate, in accordance with Section 6.6by insurer. (c) If (i) In the event the Shareholders, within a reasonable time after receipt of notice is given to the Seller of the commencement of any third-party Legal Proceeding and the Seller does notsuch Claim, within but in no event more than thirty (30) days after the Buyer’s notice is given, give notice to the Buyer of its election to assume the defense receipt of such Legal Proceeding or (ii) any of the conditions set forth in clauses (i) - (ii) of Section 6.5(b) above become unsatisfiednotice, the Buyer shall (upon notice fail to the Seller) defend, Parent will have the right to undertake the defense, compromise or settlement of such claim; provided that no Claim on behalf of and for the account and risk of the Shareholders. (d) Any judgment, award, settlement or compromise of any Claim, whether the contest or settlement of such claim may be affected defense thereof is undertaken by the Buyer without the Seller’s consentShareholders or Parent, which shall not be unreasonably withheld or delayed, if (A) the Buyer will receive as a right of set-off against amounts due under the Note and/or the Launch Products Deferred Payments, as applicable, in accordance with Section 6.6 any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Seller of any Legal Requirement or the rights of any Person, or (C) the compromise or settlement would have a material adverse effect binding on the Seller parties hereto, and the amount thereof (including Attorneys Fees and Expenses), shall be prima facie evidence of the amount which the Shareholders are obligated to indemnify Parent with respect to any other claims that may Claim. In the event of payment by Parent of a Claim which neither Parent nor the Shareholders elect to contest or defend as provided above, the actual amount of such payment, including Attorneys Fees and Expenses, shall be made against itprima facie evidence of the amount which the Shareholders are obligated to indemnify Parent with respect to that Claim.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If the Buyer shall claim a right Promptly after receipt by an Indemnified Person of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 hereunder arising from any claim or demand of a third party, the Buyer shall notify the Seller in writing notice of the commencement of any Proceeding against such Indemnified Person, such Indemnified Person will, if a claim is to be made against Seller under Section 8.2, give notice, setting forth the factual basis for such claim or demand and such notice shall set forth in reasonable detail to the nature extent known, to the Seller of the claim or demand in reasonable detailcommencement of such claim, but the failure to notify Seller will not relieve Seller of any liability that Seller may have to any Indemnified Person, except to the extent that Seller is prejudiced by the Indemnified Person's failure to give such notice. (b) If any Legal Proceeding referred to in Section 8.3(a) is brought by a third party against the Buyer an Indemnified Person and the Buyer such Indemnified Person gives notice to Seller of the commencement of such Proceeding, Seller pursuant to Section 6.5(a), the Seller shall will be entitled to participate in such Legal Proceeding and, to the extent that it wishesSeller wishes (unless (i) Seller or Member is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) Seller fails to provide reasonable assurance to the Indemnified Person of Seller’s financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Legal Proceeding if (i) the with counsel reasonably satisfactory to such Indemnified Person and, after notice from Seller provides written notice to the Buyer that the Seller intends Indemnified Person of Seller’s election to undertake such defense and (ii) the Seller conducts assume the defense of such Proceeding, Seller will not, as long as Seller diligently conducts such defense, be liable to the third-party claim diligently. The Buyer shallIndemnified Person under this Article VIII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in its sole discretion, have the right to employ separate counsel (who may be selected each case subsequently incurred by the Buyer Indemnified Person in its sole discretion) in any such action and to participate in connection with the defense thereof, and the fees and expenses of such counsel shall be paid by the Buyer. The Buyer shall cooperate in all reasonable respects with the Seller and its counsel in the defense or compromise of such claim or demandProceeding. If the Seller assumes the defense of a Legal Proceeding, (i) no compromise or settlement of such claims may be effected by the Seller without the Buyer’s Indemnified Person's consent (not to be unreasonably withheld, delayed or conditioned) unless (A) there is no finding or admission of any violation of law Legal Requirements, and (B) there is no liability or any violation of the rights of any Person and no material adverse effect restriction on the Buyer Indemnified Person; and (ii) the Indemnified Person will have no liability with respect to any other compromise or settlement of such claims that may be made against it or (B) the sole relief provided is monetary damages that are paid in full as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6. (c) effected without such Indemnified Person’s consent. If (i) notice is given to the Seller of the commencement of any third-party Legal Proceeding and the Seller does not, within thirty 20 days after the Buyer’s Indemnified Person's notice is given, give notice to the Buyer Indemnified Person of its Seller’s election to assume the defense of such Legal Proceeding, the Indemnified Person shall diligently conduct the defense and Seller will be bound by any determination made in such Proceeding or (ii) any of the conditions set forth in clauses (i) - (ii) of Section 6.5(b) above become unsatisfied, the Buyer shall (upon notice to the Seller) have the right to undertake the defense, compromise or settlement of such claim; provided that no compromise or settlement of such claim may be affected effected by the Buyer without the Seller’s consent, which shall not be unreasonably withheld or delayed, if (A) the Buyer will receive as a right of set-off against amounts due under the Note and/or the Launch Products Deferred Payments, as applicable, in accordance with Section 6.6 any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Seller of any Legal Requirement or the rights of any Indemnified Person, or (C) the compromise or settlement would have a material adverse effect on the Seller with respect to any other claims that may be made against it.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) If the Buyer shall claim a right Promptly after receipt by an Indemnified Person of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 hereunder arising from any claim or demand of a third party, the Buyer shall notify the Seller in writing notice of the commencement of any Proceeding against such Indemnified Person, such Indemnified Person will, if a claim is to be made against Seller under Section 8.2, give notice, setting forth the factual basis for such claim or demand and such notice shall set forth in reasonable detail to the nature extent known, to Seller of the claim or demand in reasonable detailcommencement of such claim, but the failure to notify Seller will not relieve Seller of any liability that Seller may have to any Indemnified Person, except to the extent that Seller is prejudiced by the Indemnified Person's failure to give such notice. (b) If any Legal Proceeding referred to in Section 8.3(a) is brought by a third party against the Buyer an Indemnified Person and the Buyer such Indemnified Person gives notice to Seller of the commencement of such Proceeding, Seller pursuant to Section 6.5(a), the Seller shall will be entitled to participate in such Legal Proceeding and, to the extent that it wishesSeller wishes (unless (i) Seller or Seller is also a party to such Proceeding and the Indemnified Person determines in good faith that joint representation would be inappropriate, or (ii) Seller fails to provide reasonable assurance to the Indemnified Person of Seller’s financial capacity to defend such Proceeding and provide indemnification with respect to such Proceeding), to assume the defense of such Legal Proceeding if (i) the with counsel reasonably satisfactory to such Indemnified Person and, after notice from Seller provides written notice to the Buyer that the Seller intends Indemnified Person of Seller’s election to undertake such defense and (ii) the Seller conducts assume the defense of such Proceeding, Seller will not, as long as Seller diligently conducts such defense, be liable to the third-party claim diligently. The Buyer shallIndemnified Person under this Article VIII for any fees of other counsel or any other expenses with respect to the defense of such Proceeding, in its sole discretion, have the right to employ separate counsel (who may be selected each case subsequently incurred by the Buyer Indemnified Person in its sole discretion) in any such action and to participate in connection with the defense thereof, and the fees and expenses of such counsel shall be paid by the Buyer. The Buyer shall cooperate in all reasonable respects with the Seller and its counsel in the defense or compromise of such claim or demandProceeding. If the Seller assumes the defense of a Legal Proceeding, (i) no compromise or settlement of such claims may be effected by the Seller without the Buyer’s Indemnified Person's consent (not to be unreasonably withheld, delayed or conditioned) unless (A) there is no finding or admission of any violation of law Legal Requirements, and (B) there is no liability or any violation of the rights of any Person and no material adverse effect restriction on the Buyer Indemnified Person; and (ii) the Indemnified Person will have no liability with respect to any other compromise or settlement of such claims that may be made against it or (B) the sole relief provided is monetary damages that are paid in full as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6. (c) effected without such Indemnified Person’s consent. If (i) notice is given to the Seller of the commencement of any third-party Legal Proceeding and the Seller does not, within thirty 20 days after the Buyer’s Indemnified Person's notice is given, give notice to the Buyer Indemnified Person of its Seller’s election to assume the defense of such Legal Proceeding, the Indemnified Person shall diligently conduct the defense and Seller will be bound by any determination made in such Proceeding or (ii) any of the conditions set forth in clauses (i) - (ii) of Section 6.5(b) above become unsatisfied, the Buyer shall (upon notice to the Seller) have the right to undertake the defense, compromise or settlement of such claim; provided that no compromise or settlement of such claim may be affected effected by the Buyer without the Seller’s consent, which shall not be unreasonably withheld or delayed, if (A) the Buyer will receive as a right of set-off against amounts due under the Note and/or the Launch Products Deferred Payments, as applicable, in accordance with Section 6.6 any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission of any violation by the Seller of any Legal Requirement or the rights of any Indemnified Person, or (C) the compromise or settlement would have a material adverse effect on the Seller with respect to any other claims that may be made against it.

PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS. (a) The Buyer shall with reasonable promptness give to the Stockholders’ Agent written notice if it or any of the other Buyer Indemnitees becomes aware of any liability, loss, damage, claim, cost and expense with respect to which indemnity under Section 8.2 may be asserted. If any claim is made by a third person or an action or proceeding commenced for which the any of the Buyer Indemnitees shall claim a right of set-off against amounts due under seek indemnity from the NoteStockholders, Buyer party shall give to the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6 hereunder arising from any claim or demand of a third party, the Buyer shall notify the Seller in writing of the basis for such claim or demand and such Stockholders’ Agent prompt written notice shall set forth the nature of the claim or demand in reasonable detail. (b) If any Legal Proceeding is brought by a third party against stating the Buyer nature and the Buyer gives notice to the Seller pursuant to Section 6.5(a), the Seller shall be entitled to participate in basis of such Legal Proceeding claim and, to the extent that it wishesknown, the amount of and remedy sought by such third person, and request the Stockholders’ Agent, on behalf of the Stockholders, to assume defend the defense same; provided, that the failure of the Buyer to deliver prompt written notice shall not result in any liability on the part of the Buyer (or result in the reduction of any right to indemnification) except to the extent of actual prejudice which results from such Legal Proceeding if (i) failure. The Stockholders’ Agent shall have the Seller provides right to defend against such liability at its expense, and shall give written notice to the Buyer that of the Seller intends to undertake commencement of such defense and (ii) with reasonable promptness after the Seller conducts the defense giving of the third-party written notice of the claim diligently. The Buyer shall, in its sole discretion, have the right to employ separate counsel (who may be selected by the Buyer in its sole discretion) in any such action and to participate in the defense thereof, and the fees and expenses of such counsel shall be paid by the Buyer. The Buyer shall cooperate in all reasonable respects be entitled to participate with the Seller and its counsel Stockholders’ Agent in the such defense or compromise of such claim or demand. If the Seller assumes the defense of a Legal Proceeding, no compromise or settlement of such claims may be effected by the Seller without (at the Buyer’s consent unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person and no material adverse effect on the Buyer expense except with respect to any other claims that may be made against it or (B) the sole relief provided is monetary damages that defenses which are paid in full as a right of set-off against amounts due under the Note, the Launch Products Deferred Payments and/or the Hycet Deferred Payments, as applicable, in accordance with Section 6.6. (c) If (i) notice is given not available to the Seller Stockholders’ Agent), but shall not be entitled in any way to release, waive, settle, modify or pay such claim without the written consent of the commencement of any third-party Legal Proceeding and the Seller does not, within thirty days after the Buyer’s notice is given, give notice to the Buyer of its election to assume the defense of such Legal Proceeding or Stockholders’ Agent (ii) any of the conditions set forth in clauses (i) - (ii) of Section 6.5(b) above become unsatisfied, the Buyer shall (upon notice to the Seller) have the right to undertake the defense, compromise or settlement of such claim; provided that no compromise or settlement of such claim may be affected by the Buyer without the Seller’s consent, which consent shall not be unreasonably withheld or delayed) if the Stockholders’ Agent has assumed such defense. In the event the Stockholders’ Agent does not accept the defense of the matter as provided above, if (A) or does not notify the Buyer will receive as of its election to defend such a matter within 30 days after written notice from the Buyer, the Buyer shall have the full right of set-off to defend against amounts due under such liability and consent to the Note and/or the Launch Products Deferred Payments, as applicable, in accordance with Section 6.6 any amounts to be paid to compromise or settle the claim, (B) there is a finding or admission entry of any violation by the Seller of any Legal Requirement or the rights of any Person, or (C) the compromise judgment or settlement would have a material adverse effect on of the Seller matter in such manner as it may deem appropriate. In the event the Stockholders’ Agent shall assume the defense, the Buyer shall cooperate in the defense of such action, and the records of the Buyer shall be available to the Stockholders’ Agent with respect to such defense, provided, however, that the Stockholders’ Agent shall not, in the defense of any other claims that may such action, consent to the entry of any judgment or enter into any settlement where such entry of judgment or settlement does not include a provision releasing the Buyer Indemnitees from all liability with respect to such action, except with the written consent of the Buyer (which consent shall not be made against itunreasonably withheld or delayed). Notwithstanding anything to the contrary, except with the consent of the Stockholders’ Agent, no consent or settlement of any third party claim shall be determinative of the amount of Damages relating to such claim.