Other Third Party Claims. Each party will be responsible for its own defense against third party claims not covered by the provisions above. The parties will co-operate with one another in defending against such third party claims.
Other Third Party Claims. If any other type of third party claim is brought against you regarding Microsoft's intellectual property (i.e., any third party claim not covered under Section 12(a) above), you must notify Microsoft promptly in writing. Microsoft may, at its option, choose to treat these claims as being covered by this Section 12.
Other Third Party Claims. If a Third Party brings a claim of any nature arising out of [***], other than [***], the [***]. [***] will [***]. The [***] will [***]. The [***]. If [***].
Other Third Party Claims. Except for Infringement Claims which MATRITECH is obliged to settle or defend under this Section 5, in addition to the claims for which CYTOGEN will indemnify MATRITECH pursuant to Section 5.4 above, each of the parties agree to indemnify, defend and hold the other party harmless against any cost, loss, liability, or expense (including attorneys' fees) arising out of any third party claim, resulting from or relating to any (i) breach of this Agreement (including, without limitation, a breach by MATRITECH of its limited warranty set forth in Section 7.1), (ii) each party's negligent acts or willful misconduct; and (iii) in MATRITECH's case for any claims arising out of the use of the Product; provided that the indemnifying party is notified promptly in writing of the claim, has sole control over its defense or settlement, and the party seeking indemnification provides reasonable assistance in the defense of the same. Each party agrees, that it will not settle any such claims, unless such settlement does not adversely affect the other party's rights under this Agreement or requires the indemnified party to perform any actions.
Other Third Party Claims. Promptly after the receipt by any of the Sellers or the Purchaser of notice of any Action not relating to a representation or warranty given by a party under this Agreement, which is subject to indemnification hereunder, such party shall give written notice of such Action to the Indemnified Party. The Indemnified Party’s failure to so notify the Indemnifying Party of any such matter shall not release the Indemnifying Party, in whole or in part, from its obligations to indemnify under this Section 8 except to the extent the Indemnified Party’s failure to so notify actually and materially prejudices the Indemnifying Party’s ability to defend against such Action. Unless otherwise agreed by the parties, the Indemnifying Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action, provided that the Indemnifying Party shall (i) notify the Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof; and (ii) retain legal counsel reasonably satisfactory to the Indemnified Party to conduct the defense of such Action. The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise, or settlement thereof, but the fees and expenses of such counsel shall be the expense of the Indemnified Party unless (A) the Indemnifying Party has agreed to pay such fees and expenses, (B) any relief other than the payment of money damages is sought against the Indemnified Party or (C) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party. No Indemnifying Party shall, without the written cons...
Other Third Party Claims. In the event of the institution after the Signing Date of any suit by a Third Party against either Trubion or Facet, in respect of the Development, Manufacture, use, handling, storage, promotion, use, sale, license, offer for sale, marketing, import or export of a Collaboration Product within the Field anywhere in the Territory for such activities during the Term for which neither Party is responsible under Section 13.2 or Section 13.3 the Parties shall cooperate and jointly control the defense and settlement of the suit and all out-of-pocket litigation expenses incurred by the Parties in the defense or settlement of the suit as well as all damages awarded against a Party or agreed to by the Parties in a settlement shall be considered Development Costs, if incurred prior to the First Commercial Sale of such [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Collaboration Product, or Commercialization Costs, if incurred after the First Commercial Sale of such Collaboration Product, or [ * ] under Section [ * ] if [ * ] the [ * ] or [ * ] by a [ * ] of the [ * ] for the applicable [ * ].
Other Third Party Claims. In the event of the institution after the Signing Date of any suit by a Third Party against either Trubion or Facet, in respect of the Development, Manufacture, use, handling, storage, promotion, use, sale, license, offer for sale, marketing, import or export of a Collaboration Product within the Field anywhere in the Territory for such activities during the Term for which neither Party is responsible under Section 13.2 or Section 13.3 the Parties shall cooperate and jointly control the defense and settlement of the suit and all out-of-pocket litigation expenses incurred by the Parties in the defense or settlement of the suit as well as all damages awarded against a Party or agreed to by the Parties in a settlement shall be considered Development Costs, if incurred prior to the First Commercial Sale of such Collaboration Product, or Commercialization Costs, if incurred after the First Commercial Sale of such Collaboration Product, or [*].
Other Third Party Claims. (a) If, at any time on or after the Effective Date, any party shall become aware of any Proceeding or threat of any Proceeding by a third party alleging that any of the Noven Patents (or any Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. claims asserted in the Noven Patents) are invalid or unenforceable, or otherwise seeking to limit the scope, construction or interpretation of any of the Noven Patents (or any claims asserted in the Noven Patents), such party shall promptly notify the other parties of the same.
Other Third Party Claims. Seller shall hold harmless, indemnify and defend Buyer from and against any and all claims and liability, and expenses related thereto (including reasonable attorneys' fees), which Buyer incurs by reason of any alleged injury or damage to the person or property of another based upon an event or condition occurring (or alleged to have occurred) prior to Closing. Buyer shall hold harmless, indemnify and defend Seller from and against any and all claims and liability, and expenses related thereto (including reasonable attorneys' fees), which Seller incurs by reason of any alleged injury or damage to the person or property of another based upon an event or condition occurring (or alleged to have occurred) after Closing.
Other Third Party Claims. In the event that there are any ------------------------ claims in existence or hereafter arising against third parties (as to which potential recoveries with respect thereto are not reflected as assets on the March 1998 Balance Sheet) arising out of (i) losses previously incurred by Cyprus Amax or the Company with respect to Environmental Matters, or (ii) Cyprus Amax Responsibilities, the Company hereby assigns all rights thereto to Cyprus Amax and hereby irrevocably appoints Cyprus Amax as its limited agent and attorney-in-fact for pursuing such claims and agrees to cooperate with Cyprus Amax in connection therewith (including as provided in Section 8.3). This limited agency and attorney-in-fact appointment is coupled with an interest and shall be irrevocable.
