Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 9.3.2 above, any Indemnitee will be entitled to participate in, but not control, the defense of such Claim and to employ counsel of its choice for such purpose; provided, that such employment will be at the Indemnitee’s own expense unless the employment thereof has been specifically authorized by the Indemnifying Party in writing.

Appears in 4 contracts

Samples: License Agreement, License Agreement (AVROBIO, Inc.), License Agreement (AVROBIO, Inc.)

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Right to Participate in Defense. Without limiting Section 9.3.2 above8.3.2.1, any Indemnitee will 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, that such employment will shall be at the Indemnitee’s own expense unless (a) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing, or (b) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 8.3.2.1 (in which case the Indemnified Party shall control the defense).

Appears in 3 contracts

Samples: Assignment and License Agreement (Celldex Therapeutics Inc), Assignment and License Agreement (Avant Immunotherapeutics Inc), Assignment and License Agreement (Celldex Therapeutics Inc)

Right to Participate in Defense. Without limiting Section 9.3.2 above18.5, any Indemnitee 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 will be at the Indemnitee’s own expense unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 18.5 (in which case the Indemnified Party will control the defense).

Appears in 2 contracts

Samples: License and Research Collaboration Agreement (Selecta Biosciences Inc), License and Research Collaboration Agreement (Selecta Biosciences Inc)

Right to Participate in Defense. Without limiting Section 9.3.2 above10.3.2(a), any Indemnitee 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 will be at the Indemnitee’s 's own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing, or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2(a) (in which case the Indemnified Party will control the defense).

Appears in 2 contracts

Samples: Collaboration and Co Development Agreement (Isis Pharmaceuticals Inc), License Agreement (Oncogenex Pharmaceuticals, Inc.)

Right to Participate in Defense. Without limiting Section 9.3.2 above17.4, any Indemnitee 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 will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 17.4 (in which case the Indemnified Party will control the defense).

Appears in 1 contract

Samples: Collaboration and License Agreement (Micromet, Inc.)

Right to Participate in Defense. Without limiting Section 9.3.2 above, any Any Indemnitee 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 will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party’s has failed to assume the defense and employ counsel in accordance with Section 9.3.2 (a) (in which case the Indemnitee will control the defense).

Appears in 1 contract

Samples: Non Exclusive Product License Agreement (Sesen Bio, Inc.)

Right to Participate in Defense. Without limiting Section 9.3.2 above8.3.2.1, any Indemnitee will 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, that such employment will shall be at the Indemnitee’s 's own expense unless (a) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing, or (b) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 8.3.2.1 (in which case the Indemnified Party shall control the defense).

Appears in 1 contract

Samples: Assignment and License Agreement (Celldex Therapeutics Inc)

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Right to Participate in Defense. Without limiting Section 9.3.2 above7.3.2(a), any Indemnitee will 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 will shall be at the Indemnitee’s 's own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying indemnifying Party in writing., or (ii) the indemnifying Party has failed to assume the defense and employ

Appears in 1 contract

Samples: Collaboration Agreement (Decode Genetics Inc)

Right to Participate in Defense. Without limiting Section 9.3.2 above13.4, any Indemnitee will 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 will shall be at the Indemnitee’s own expense unless (a) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 13.4 (in which case the Indemnified Party shall control the defense).

Appears in 1 contract

Samples: Collaboration and License Agreement (Micromet, Inc.)

Right to Participate in Defense. Without limiting Section 9.3.2 above19.4, any Indemnitee 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 will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 19.4 (in which case the Indemnified Party will control the defense).

Appears in 1 contract

Samples: Bite Research Collaboration Agreement (Micromet, Inc.)

Right to Participate in Defense. Without limiting Section 9.3.2 8.3.2 above, any Indemnitee 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 will be at the Indemnitee’s own expense unless (i) the employment thereof has been specifically authorized by the Indemnifying Party in writing, or (ii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 8.3.2 (in which case the Indemnified Party will control the defense).

Appears in 1 contract

Samples: License Agreement (Rexahn Pharmaceuticals, Inc.)

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