Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rules.
Appears in 6 contracts
Samples: License Agreement (Emergent BioSolutions Inc.), Assignment and Assumption Agreement (Opiant Pharmaceuticals, Inc.), License Agreement (Opiant Pharmaceuticals, Inc.)
Right to Participate in Defense. Without limiting Section 9.4.110.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 10.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 6 contracts
Samples: Option and License Agreement, Strategic Collaboration Agreement (Fusion Pharmaceuticals Inc.), Strategic Collaboration, Option and License Agreement (Ionis Pharmaceuticals Inc)
Right to Participate in Defense. Without limiting Section 9.4.112.4.1 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 12.4.1 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.
Appears in 3 contracts
Samples: And License Agreement, And License Agreement (Salix Pharmaceuticals LTD), And License Agreement (Salix Pharmaceuticals LTD)
Right to Participate in Defense. Without limiting Section 9.4.111.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall will control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 3 contracts
Samples: Collaboration and License Agreement (Regulus Therapeutics Inc.), Collaboration and License Agreement (Regulus Therapeutics Inc.), Collaboration and License Agreement (Isis Pharmaceuticals Inc)
Right to Participate in Defense. Without limiting Section 9.4.111.4.1 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall control the defense), ) or (iiic) the interests of the Indemnified Party indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles.
Appears in 3 contracts
Samples: Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Intellect Neurosciences, Inc.), Exclusive License Agreement (Viropharma Inc)
Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall will control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 2 contracts
Samples: Non Exclusive Technology Alliance and Option Agreement (Regulus Therapeutics Inc.), Non Exclusive Technology Alliance and Option Agreement (Isis Pharmaceuticals Inc)
Right to Participate in Defense. Without limiting Section 9.4.19.4(b), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such a Third Party Claim claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume and actively further the defense and employ counsel in accordance with Section 9.4.1 9.4(b) (in which case the Indemnified Party shall will control the defense), or (iii) the interests of Indemnifying Party no longer satisfies the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rulesLitigation Conditions.
Appears in 2 contracts
Samples: Drug License and Development Agreement (Lantern Pharma Inc.), Drug License and Development Agreement (Lantern Pharma Inc.)
Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 2 contracts
Samples: Strategic Collaboration Agreement (Ionis Pharmaceuticals Inc), Strategic Collaboration Agreement (Isis Pharmaceuticals Inc)
Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.
Appears in 2 contracts
Samples: License Agreement (BioNTech SE), License Agreement (CureVac B.V.)
Right to Participate in Defense. Without limiting Section 9.4.111.4(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4(a) (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party shall be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Collaboration and License Agreement (Isis Pharmaceuticals Inc)
Right to Participate in Defense. Without limiting Section 9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 (in which case the Indemnified Party shall control the defense), or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law or ethical rules.. 9.4.3
Appears in 1 contract
Samples: License Agreement
Right to Participate in Defense. Without limiting Section 9.4.112.4(a), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 12.4(a) (in which case the Indemnified Party shall will control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Collaboration and License Agreement (Isis Pharmaceuticals Inc)
Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rules.equitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party. (iii)
Appears in 1 contract
Right to Participate in Defense. Without limiting Section 9.4.110.4(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 10.4(a) (in which case the Indemnified Party shall control the defense), ) or (iii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party shall be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Discovery Collaboration Agreement (Pharmacopeia Inc)
Right to Participate in Defense. Without limiting Section 9.4.114.4(a) or 14.4(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of such a Third Party Claim and to employ retain counsel of its choice for such purpose; provided, however, that such employment retention shall be at the Indemnified Party’s own expense unless unless, (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Indemnifying Party has failed to assume the defense and employ retain counsel in accordance with Section 9.4.1 14.4(a) (in which case the Indemnified Party shall control the defense), or (iiiii) the interests of the Indemnified Party and the indemnifying Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties parties under Applicable Law Law, ethical rules or ethical rules.equitable principles. EXECUTION VERSION ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under
Appears in 1 contract
Right to Participate in Defense. Without limiting Section 9.4.111.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall will control the defense), ) or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Collaboration and License Agreement (Regulus Therapeutics Inc.)
Right to Participate in Defense. Without limiting Section 9.4.111.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 11.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Collaboration, License and Development Agreement (Isis Pharmaceuticals Inc)
Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ engage counsel of its choice for such purpose; purpose; provided, however, that such employment shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Right to Participate in Defense. Without limiting Section 9.4.1subsection (i) above, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ engage counsel of its choice for such purpose; provided, however, that such employment shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iiA) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 subsection (i) above (in which case the Indemnified Party shall will control the defense), ) or (iiiB) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any reasonable costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Development and Option Agreement (Arcturus Therapeutics Ltd.)
Right to Participate in Defense. Without limiting Section 9.4.19.6(d)(i), any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ engage counsel of its choice for such purpose; provided, however, that such employment shall engagement will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to promptly assume the defense and employ engage counsel in accordance with Section 9.4.1 9.6(d)(i) (in which case the Indemnified Party shall will control the defense), ) or (iiiii) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law applicable Law, ethical rules or ethical rulesequitable principles, in which case the indemnifying Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Development and Option Agreement (Arcturus Therapeutics Ltd.)
Right to Participate in Defense. Without limiting Section 9.4.113.4.1, any Indemnified Party shall will be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall will be at the Indemnified Party’s own cost and expense unless (ia) the employment thereof has been specifically authorized by the indemnifying Party in writing, (iib) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 9.4.1 13.4.1 (in which case the Indemnified Party shall will control the defense), or (iiic) the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law Law, ethical rules or ethical rulesequitable principles in which case the indemnifying Party will be responsible for any such costs and expenses of counsel for the Indemnified Party.
Appears in 1 contract
Samples: Confidential Treatment (Pieris Pharmaceuticals, Inc.)