Common use of Defense and Settlement of Third Party Claims Clause in Contracts

Defense and Settlement of Third Party Claims. In the event of a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall have the option to take control of the defense and investigation of such Third Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the Indemnified Party. If the Indemnifying Party so elects, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; provided, however, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim on or prior to the date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that (a) provides for non-monetary relief binding on the Indemnified Party or (b) does not include an unconditional and complete release of the Indemnified Party by the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the 57 Indemnifying Party and the Indemnified Party does not consent thereto, the Indemnifying Party shall continue to be responsible for the full amount of the costs, expenses and any settlement or judgment with respect to such Third Party Claim in accordance with this Article 11.

Defense and Settlement of Third Party Claims. In the event of a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall have the option to shall, at its sole option, take control of the defense and investigation of such Third Party Claim, Claim and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (the "Direct Litigation Option")expense. The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the Indemnified Party. If the Indemnifying Party so elects, the Indemnified Party shall (i) cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial investigation and defense of such Third Party Claim and any appeal arising therefrom and shall therefrom, (ii) permit reasonable access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim claim, and (iii) permit the Indemnifying Party to take copies of such relevant materials materials, in each case, at the expense of the Indemnifying Party (including the direct cost of the relevant personnel of the Indemnified Party); providedPROVIDED, howeverHOWEVER, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; providedPROVIDED, howeverHOWEVER, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" or a "Qualified Settlement" (as such terms are defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to thereafter defend the claim on its behalf behalf, and at its expense provided that (ii) the Indemnifying Party shall, within five business days following the rejection of the proposed settlement by the Indemnified Party, pay to the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred settlement, after which payment the Indemnifying Party shall have no 66 further responsibility to defend or indemnify the Indemnified Party in connection with the defense of such Third Party Claim on or prior to the date on which the Rejected Settlement was rejected by the Indemnified PartyClaim. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that (a) provides for non-monetary relief binding on the Indemnified Party (a "Non-Monetary Settlement") or (b) does not include an unconditional and complete release of the Indemnified Party by the claimant (a "Non-Monetary Qualified Settlement"). In the event that a Non-Monetary Settlement or a Qualified Settlement is proposed by the 57 Indemnifying Party and the Indemnified Party does not consent thereto, the Indemnifying Party shall continue to defend the Third Party Claim and be responsible for the full amount of the costs, expenses and any settlement or judgment with respect to such Third Party Claim thereto in accordance with this Article 11.

Defense and Settlement of Third Party Claims. In the event of On a Program-by-Program basis, from and after [***], if a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, asserts that a Patent or other right owned by it is obligated infringed by the Exploitation of any Licensed SNA or Licensed Product in the Territory, Ipsen will have the first right to indemnify defend against any such assertions [***]. Ipsen will have the Indemnified Party in connection with first right to control the defense of any such Third Party Claim, then claims [***] and to elect to settle such Indemnifying Party shall have the option to take control of the defense claims (except as set forth below). Exicure will assist Ipsen and investigation of cooperate in any such Third Party Claimlitigation at Xxxxx’x request, and Ipsen will [***]. Exicure may join any defense pursuant to employ and engage attorneys of this Section 9.3, with its own choice to handle and defend the samecounsel, at the Indemnifying Party's sole cost, risk and expense (the "Direct Litigation Option")[***]. The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the Indemnified Party. If the Indemnifying Party so elects, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; provided, however, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party Ipsen may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim on or prior to the date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into in any settlement that (a) provides for non-monetary relief binding on the Indemnified Party or (b) does not include an unconditional and complete release of the Indemnified Party by the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the 57 Indemnifying Party and the Indemnified Party does not enforcement action hereunder without Exicure’s prior written consent thereto, the Indemnifying Party shall continue to be responsible for the full amount of the costs, expenses and any so long as such settlement or judgment does not impose any liability (financial or otherwise) on, or otherwise [***]. Should Ipsen fail to defend against any such assertion [***], Exicure will have the right to do so, [***]. Ipsen will assist Exicure and [***] cooperate in any such litigation at Exicure’s request. Ipsen may join any such defense brought by Exicure pursuant to this Section 9.3, with its own counsel, [***]. Exicure will not settle or consent to the entry of any judgment in any enforcement action hereunder without Xxxxx’x prior written consent, [***]. Exicure will give Ipsen [***] written notice of any allegation by any Third Party that a Patent or other right owned by it is infringed by the Exploitation of any Licensed SNA or Licensed Product. Each Party will pay any amounts due to the other Party under this Section 9.3 [***]. If Ipsen is obligated under Section 11.1 to indemnify Exicure (including any Exicure Indemnitee) with respect to such claim, then the process described in Section 11.3 of this Agreement shall govern the procedure for defending against such claim rather than this Section 9.3. Except as otherwise provided in Article 11, any settlement or license fees incurred by Ipsen to the Third Party Claim under this Section 9.3 will be allocated in accordance with this Article 11the principle set forth in Section 8.5(c)(i) to the extent that the Patent that is the subject of such settlement license would be infringed by the sale of the Licensed Product in the relevant country.

Defense and Settlement of Third Party Claims. In From and after the event of Effective Date, if a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, asserts that a Patent or other right owned by it is obligated infringed by the Exploitation of any Licensed Compound or Licensed Product in the Field (a) in the EQRx Territory, EQRx will have the first right, but not the obligation, to indemnify defend against any such assertions at EQRx’s sole cost and (b) in the Indemnified Party Hansoh Territory, Hansoh will have the sole right, but not the obligation, to defend against any such assertions at Hansoh’s sole cost; provided that if EQRx decides not to defend against any such assertions in connection with such Third Party Claimthe EQRx Territory, then EQRx will provide [***] prior written notice to Hansoh of such Indemnifying Party shall intention and Hansoh will thereupon have the option to take assume the control of the defense and investigation direction of such Third defense at [***] (the applicable defending Party, the “Defending Party”). The other Party Claim, and to employ and engage attorneys or any of its own choice to handle Affiliates will assist the Defending Party and defend the samecooperate in any such litigation, including joining such litigation, at the Indemnifying Defending Party's sole cost’s request, risk and expense (the "Direct Litigation Option")Defending Party will reimburse the other Party for any reasonable, documented out-of-pocket costs incurred in connection therewith. The Indemnifying other Party may elect join any defense at its sole discretion pursuant to exercise the Direct Litigation Option by giving prior written notice this Section 10.3, with its own counsel, [***] The Defending Party or any of its Affiliates may settle or consent to the Indemnified entry of any judgment in any enforcement action hereunder without the other Party. If the Indemnifying Party so elects, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party’s prior consent; provided, however, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim on or prior to the date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party consent judgment shall not, without the prior written consent of the Indemnified Partyother Party (such consent not to be unreasonably withheld, consent to conditioned or delayed), [***] Each Party will give the entry other Party prompt written notice of any judgment or enter into allegation by any settlement that (a) provides for non-monetary relief binding on the Indemnified Third Party or (b) does not include an unconditional and complete release of the Indemnified Party by the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed Patent or other right owned by the 57 Indemnifying Party and the Indemnified Party does not consent thereto, the Indemnifying Party shall continue to be responsible for the full amount of the costs, expenses and any settlement or judgment with respect to such Third Party Claim in accordance with this Article 11is infringed by the Exploitation of any Licensed Compound or Licensed Product.

Defense and Settlement of Third Party Claims. In the event of a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall have the option to take control of the defense and investigation of such Third Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the Indemnified Party. If the Indemnifying Party so elects, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; providedPROVIDED, howeverHOWEVER, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; providedPROVIDED, howeverHOWEVER, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim on or prior to the date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, consent to the entry of any judgment or enter into any settlement that (a) provides for non-monetary relief binding on the Indemnified Party or (b) does not include an unconditional and complete release of the Indemnified Party by the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the 57 Indemnifying Party and the Indemnified Party does not consent thereto, the Indemnifying Party shall continue to be responsible for the full amount of the costs, expenses and any settlement or judgment with respect to such Third Party Claim in accordance with this Article 11.

Defense and Settlement of Third Party Claims. In From and after the event of Effective Date, if a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, asserts that a Patent Right or other right owned by it is obligated to indemnify infringed by the Indemnified Exploitation of any Licensed Compound or Licensed Product in the Field in the Territory. Each Party in connection with such will give the other Party prompt written notice of any allegation by any Third Party Claim, that a Patent Right or other right owned by it is infringed by the Exploitation of any Licensed Compound or Licensed Product in the Territory and then such Indemnifying Party the Parties shall confer. FibroGen will have the option first right, but not the obligation, to take control defend against any such assertions at FibroGen’s sole cost or elect to settle such claims (except as set forth below). FibroGen will promptly inform HFB if it elects not to exercise its first right under this Section 9.4 (Defense and Settlement of the defense and investigation of such Third Party ClaimClaims) to defend against such assertion and, following discussion with FibroGen, [*], HFB will have the second right, but not the obligation, to defend against any such assertions at HFB’s sole cost. The other Party and to employ and engage attorneys any of its own choice to handle Affiliates will assist the defending Party and defend the same, cooperate in any such litigation at the Indemnifying defending Party's sole cost, risk and expense (the "Direct Litigation Option")’s request. The Indemnifying other Party may elect join any defense pursuant to exercise the Direct Litigation Option by giving prior written notice this Section 9.4 (Defense and Settlement of Third Party Claims), with its own counsel, [*]. The defending Party or any of its Affiliates may settle or consent to the Indemnified entry of any judgment in any enforcement action hereunder without the other Party. If the Indemnifying Party so elects, the Indemnified Party shall cooperate in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party’s prior consent; provided, however, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim on or prior to the date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party shall consent judgment will not, without the prior written consent of the Indemnified Partyother Party (such consent not to be unreasonably withheld, consent to the entry of conditioned or delayed), impose any judgment liability or enter into any settlement that (a) provides for non-monetary relief binding obligation on the Indemnified other Party or (b) does not include an unconditional and complete release any of the Indemnified Party by the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the 57 Indemnifying Party and the Indemnified Party does not consent thereto, the Indemnifying Party shall continue to be responsible for the full amount of the costs, expenses and any settlement or judgment with respect to such Third Party Claim in accordance with this Article 11its Affiliates.