Common use of Defense Clause in Contracts

Defense. If any such Claims are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claim, subject to the terms of this ARTICLE 12.

Appears in 5 contracts

Samples: License Agreement (Zai Lab LTD), License Agreement (Turning Point Therapeutics, Inc.), License Agreement (Zai Lab LTD)

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Defense. If any such Claims claims or actions are made, the Indemnitee shall will be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall will have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12.

Appears in 4 contracts

Samples: License and Collaboration Agreement (Paratek Pharmaceuticals, Inc.), License and Collaboration Agreement (Zai Lab LTD), License and Collaboration Agreement (Zai Lab LTD)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Article 11.

Appears in 4 contracts

Samples: Exclusive License and Collaboration Agreement (Hutchison China MediTech LTD), Exclusive License and Collaboration Agreement (Hutchison China MediTech LTD), Exclusive License and Collaboration Agreement (Hutchison China MediTech LTD)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Article 5.

Appears in 4 contracts

Samples: Option Agreement (Hutchison China MediTech LTD), Option Agreement (Hutchison China MediTech LTD), Option Agreement (Hutchison China MediTech LTD)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Section 14.

Appears in 3 contracts

Samples: Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc), Collaboration Agreement (Macrogenics Inc)

Defense. If any such Claims claims or actions are made, the Indemnifying Party shall defend the Indemnitee shall be defended at the Indemnifying Party’s sole expense by using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have has the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE Article 12.

Appears in 3 contracts

Samples: License and Collaboration Agreement (Entasis Therapeutics LTD), License and Collaboration Agreement (Entasis Therapeutics LTD), License and Collaboration Agreement (Zai Lab LTD)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Section 13.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Macrogenics Inc), Collaboration and License Agreement (Zai Lab LTD)

Defense. If any such Claims claims, demands, actions or other proceedings are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim, demand, action or other proceeding subject to the terms of this ARTICLE 12Article 13.

Appears in 2 contracts

Samples: Collaboration and License Agreement (Transition Therapeutics Inc.), Collaboration and License Agreement (Transition Therapeutics Inc.)

Defense. If any such Claims claims, demands, actions or other proceedings are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim, demand, action or other proceeding subject to the terms of this ARTICLE 12Article 7.

Appears in 2 contracts

Samples: License Agreement (Spruce Biosciences, Inc.), License Agreement (Spruce Biosciences, Inc.)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; Party, provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Article 11.

Appears in 2 contracts

Samples: Exclusive License Agreement (Terns Pharmaceuticals, Inc.), Exclusive License Agreement (Terns Pharmaceuticals, Inc.)

Defense. If any such Claims claims, demands, actions or other proceedings are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim, demand, action or other proceeding subject to the terms of this ARTICLE 12Article 8.

Appears in 1 contract

Samples: License Agreement (Transition Therapeutics Inc.)

Defense. If any such Claims claims or actions are made, the Indemnifying Party shall defend the Indemnitee shall be defended at the Indemnifying Party’s sole expense by using counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have has the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Article 11.

Appears in 1 contract

Samples: License Agreement (Clearside Biomedical, Inc.)

Defense. If any such Claims are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claim, subject to the terms of this ARTICLE 1211.

Appears in 1 contract

Samples: License Agreement (Zai Lab LTD)

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Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense [***] by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense[***], also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Article 13.

Appears in 1 contract

Samples: Collaboration and License Agreement (Cerus Corp)

Defense. If any such The Indemnifying Party shall assume the defense of the Claims are madeat its own expense, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnitees; provided provided, however, that the Indemnitee mayIndemnitees may retain its own counsel, at its own expense, also if representation of the Indemnitees by the counsel retained by the Indemnifying Party would be inappropriate because of actual or potential differences in the interests of the Indemnitees and any other party represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claim, subject to the terms of this ARTICLE 12counsel.

Appears in 1 contract

Samples: License Agreement (BiondVax Pharmaceuticals Ltd.)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s 's sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Article 11.

Appears in 1 contract

Samples: Exclusive License Agreement (Edesa Biotech, Inc.)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 1213.

Appears in 1 contract

Samples: License Agreement (Deciphera Pharmaceuticals, Inc.)

Defense. If any such Claims are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided that the Indemnitee may, at its own expense, also be represented 92975109_3 243114426 v7 by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claim, subject to the terms of this ARTICLE 12.

Appears in 1 contract

Samples: License Agreement (Turning Point Therapeutics, Inc.)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; Party, provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE 12Article 10.

Appears in 1 contract

Samples: Assignment Agreement (Terns Pharmaceuticals, Inc.)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE Section 12.

Appears in 1 contract

Samples: Collaboration Agreement (I-Mab)

Defense. If any such Claims claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party’s sole expense by counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; , provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such Claimclaim or action, subject to the terms of this ARTICLE Article 12.

Appears in 1 contract

Samples: Exclusive License and Collaboration Agreement (Transition Therapeutics Inc.)

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