Common use of Claims Procedures Clause in Contracts

Claims Procedures. Each Person entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 or Section 10.2 will give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 4 contracts

Samples: License and Collaborative Research Agreement (Intellia Therapeutics, Inc.), License and Collaborative Research Agreement (Intellia Therapeutics, Inc.), License and Collaborative Research Agreement (Intellia Therapeutics, Inc.)

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Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 8.1 or Section 10.2 will 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 4 contracts

Samples: Development and Commecialization Agreement (Royalty Pharma PLC), Confidential Treatment Requested (Vertex Pharmaceuticals Inc / Ma), Development and Commecialization Agreement (Royalty Pharma PLC)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 12.1 or Section 10.2 will 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 4 contracts

Samples: Development and License Agreement (Auxilium Pharmaceuticals Inc), Development and License Agreement (Auxilium Pharmaceuticals Inc), Development and License Agreement (Auxilium Pharmaceuticals Inc)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 12.1 or Section 10.2 will 12.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim or demand as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or demand or any litigation resulting therefrom; provided, howeverprovided that:

Appears in 3 contracts

Samples: License, Development and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma), License, Development and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma), Development and Commercialization Agreement (Vertex Pharmaceuticals Inc / Ma)

Claims Procedures. Each Person party entitled to be indemnified by the other Party party (an “Indemnified Party”) pursuant to Section 10.1 Sections 6.1 or Section 10.2 will 6.2 shall give notice to the other Party party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, howeverprovided that:

Appears in 3 contracts

Samples: Collaboration and Option Agreement (Infinity Pharmaceuticals, Inc.), Collaboration and Option Agreement (Discovery Partners International Inc), Collaboration and Option Agreement (Discovery Partners International Inc)

Claims Procedures. Each Person A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 15.1 or Section 10.2 will 15.2 hereof shall give written notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 3 contracts

Samples: Distribution and License Agreement (Angiotech Pharmaceuticals Inc), Distribution and License Agreement (Angiotech Pharmaceuticals Inc), Distribution and License Agreement (Angiotech Pharmaceuticals Inc)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an "Indemnified Party") pursuant to Section 10.1 or Section 10.2 will hereof shall give notice to the other Party (an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 2 contracts

Samples: License Agreement (Vanda Pharmaceuticals Inc.), 094 License Agreement (Vanda Pharmaceuticals Inc.)

Claims Procedures. Each Person A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 5.6(a) or Section 10.2 will (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; there from, provided, however:

Appears in 2 contracts

Samples: License Agreement (Phenomix CORP), License Agreement (Phenomix CORP)

Claims Procedures. Each Person A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 7.3(a) or Section 10.2 will (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; , provided, however:

Appears in 2 contracts

Samples: License Agreement (Histogenics Corp), License Agreement (Histogenics Corp)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 8.1 or Section 10.2 will 8.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:: Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been separately filed with the Commission.

Appears in 2 contracts

Samples: Confidential Treatment Requested (Vertex Pharmaceuticals Inc / Ma), Confidential Treatment Requested (Vertex Pharmaceuticals Inc / Ma)

Claims Procedures. Each Person party entitled to be indemnified by the other Party party (an “Indemnified Party”) pursuant to Section 10.1 8.1 or Section 10.2 will 8.2 hereof shall give notice to the other Party party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 1 contract

Samples: Certain Confidential Information (Combinatorx, Inc)

Claims Procedures. Each Person A Party entitled to be indemnified by the other Party pursuant to Sections 6.4 or 6.5 hereof (an “Indemnified Party”) pursuant to Section 10.1 or Section 10.2 will shall give written notice to the other Party (an “Indemnifying Party”) promptly promptly, and in any event no later than sixty (60) calendar days, after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of over the defense of any such claim or any litigation resulting therefrom; provided, howeverprovided that:

Appears in 1 contract

Samples: Collaboration and Technology Transfer Agreement (Replicel Life Sciences Inc.)

Claims Procedures. Each Person A person or entity entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 13.1 or Section 10.2 will 13.2 hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, howeverprovided that:

Appears in 1 contract

Samples: Amended and Restated Agreement (Altair Nanotechnologies Inc)

Claims Procedures. Each Person A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 12.1 (Catalyst Indemnification) or Section 10.2 will 12.1 (Santhera Indemnification) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, howeverprovided that:

Appears in 1 contract

Samples: License and Collaboration Agreement (Catalyst Pharmaceuticals, Inc.)

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Claims Procedures. Each Person A Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 7.7 (a) or Section 10.2 will (b) hereof shall give written notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; there from, provided, however:

Appears in 1 contract

Samples: License Agreement (Cabg Medical Inc)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 11.1 or Section 10.2 will 11.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume and have the sole control of the defense of any such claim or any litigation resulting therefrom; provided, howeverprovided that:

Appears in 1 contract

Samples: Collaboration and Supply Agreement (Marinus Pharmaceuticals, Inc.)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an "Indemnified Party") pursuant to Section 10.1 8.1 or Section 10.2 will 8.2 hereof shall give notice to the other Party (an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 1 contract

Samples: Development and Commecialization Agreement (Vertex Pharmaceuticals Inc / Ma)

Claims Procedures. (a) Each Person Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 or Section 10.2 will shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however, that:

Appears in 1 contract

Samples: Research And (Evotec AG)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an "Indemnified Party") pursuant to Section 10.1 14.1 or Section 10.2 will 14.2 hereof shall give notice to the other Party (an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 1 contract

Samples: Research Agreement (Vertex Pharmaceuticals Inc / Ma)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an "Indemnified Party") pursuant to Section 10.1 6.1 or Section 10.2 will 6.2 hereof shall give notice to the other Party (an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 1 contract

Samples: Research Agreement (Vertex Pharmaceuticals Inc / Ma)

Claims Procedures. Each Person (a) The Party entitled to be indemnified by the other Party (an the “Indemnified Party”) pursuant to Section 10.1 or Section 10.2 will shall give notice to the other Party (an the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however, that:

Appears in 1 contract

Samples: And License Agreement (Combinatorx, Inc)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an “Indemnified Party”) pursuant to Section 10.1 7.1 or Section 10.2 will 7.2 hereof shall give notice to the other Party (an “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:: [..**..] Confidential Treatment Requested 33

Appears in 1 contract

Samples: Collaboration and Option Agreement (Myogen Inc)

Claims Procedures. Each Person Party entitled to be indemnified by the other Party (an "Indemnified Party") pursuant to Section 10.1 12.1 or Section 10.2 will 12.2 hereof shall give notice to the other Party (an "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any threatened or asserted claim as to which indemnity may be sought, and will shall permit the Indemnifying Party to assume the sole control of the defense of any such claim or any litigation resulting therefrom; provided, however:

Appears in 1 contract

Samples: Development and License Agreement (Biospecifics Technologies Corp)

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