Common use of Notice of Indemnification Clause in Contracts

Notice of Indemnification. In the event that any Person (an "Indemnitee") entitled to indemnification under Section 12.2 or 12.3 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other Parties) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 4 contracts

Samples: Distribution and Supply Agreement, Distribution and Supply Agreement (Bristol Myers Squibb Co), Distribution and Supply Agreement (Imclone Systems Inc/De)

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Notice of Indemnification. In the event that any Person person (an "Indemniteeindemnitee") entitled to indemnification under Section 12.2 11.2 or 12.3 11.3 is seeking such indemnification, such Indemnitee indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 3 contracts

Samples: And Supply Agreement (Inspire Pharmaceuticals Inc), Development, License and Supply Agreement (Inspire Pharmaceuticals Inc), License Agreement (Inspire Pharmaceuticals Inc)

Notice of Indemnification. In the event that any Person person (an "Indemnitee"“indemnitee”) entitled to indemnification under Section 12.2 9.1 or 12.3 9.2 is seeking such indemnification, such Indemnitee indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 3 contracts

Samples: License Agreement (Medistem Laboratories, Inc.), License Agreement (Medistem Laboratories, Inc.), License Agreement (Medistem Laboratories, Inc.)

Notice of Indemnification. In the event that any Person person (an "Indemnitee") entitled to indemnification under Section 12.2 11.1 or 12.3 Section 11.2 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 2 contracts

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

Notice of Indemnification. In the event that any Person person (an "Indemnitee"“indemnitee”) entitled to indemnification under Section 12.2 9.1 or 12.3 Section 9.2 is seeking such indemnification, such Indemnitee indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 2 contracts

Samples: License Agreement (Medistem Laboratories, Inc.), License Agreement (Medistem Inc.)

Notice of Indemnification. In the event that any Person person (an "Indemnitee") entitled to indemnification under Section 12.2 9.1 or 12.3 Section 9.2 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 2 contracts

Samples: Supply Agreement (Dusa Pharmaceuticals Inc), Supply Agreement (Dusa Pharmaceuticals Inc)

Notice of Indemnification. In the event that any Person person (an "Indemnitee") entitled to indemnification under Section 12.2 or 12.3 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 1 contract

Samples: Pharmacogenomics Collaboration and License Agreement (Decode Genetics Inc)

Notice of Indemnification. In the event that any Person person (an "Indemnitee") entitled to indemnification under Section 12.2 9.1 or 12.3 9.2 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 1 contract

Samples: And Marketing Agreement (Inspire Pharmaceuticals Inc)

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Notice of Indemnification. In the event that any Person person (an "Indemnitee") entitled to indemnification under Section 12.2 14.2 or 12.3 14.3 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 1 contract

Samples: And Marketing Agreement (Inspire Pharmaceuticals Inc)

Notice of Indemnification. In the event that any Person (an "Indemnitee") entitled to indemnification under Section 12.2 9.2 or 12.3 9.3 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other Parties) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 1 contract

Samples: Distribution Agreement (IsoRay, Inc.)

Notice of Indemnification. (a) In the event that any Person (an "Indemnitee") Indemnitee entitled to indemnification under Section 12.2 10.1 or 12.3 10.2 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party Indemnitor of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party Indemnitor to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying PartyIndemnitor, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying PartyIndemnitor) in the defense of the claim.

Appears in 1 contract

Samples: License Agreement (Genesis Microchip Inc)

Notice of Indemnification. In the event that any Person person (an "Indemnitee") entitled to indemnification under Section 12.2 11.2 or 12.3 11.3 is seeking such indemnification, such Indemnitee shall inform the indemnifying Party of the claim as soon as reasonably practicable after such Indemnitee receives notice of such claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the sole right to settle it at the sole discretion of the indemnifying Party, provided that such settlement does not impose any obligation on, or otherwise adversely affect, the Indemnitee or any of the other PartiesParty) and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Appears in 1 contract

Samples: And Supply Agreement (Scynexis Inc)

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