Common use of Procedures; Limitations Clause in Contracts

Procedures; Limitations. BioLineRx shall notify Genentech in writing of any Claim for which it seeks to exercise its rights under Section 14.1(b)(i) as soon as reasonably possible after it receives notice of such Claim. If requested by BioLineRx, Genentech shall assume control of the defense thereof, with counsel mutually satisfactory to the Parties, including the right to settle or conclude such defense. BioLineRx shall (A) cooperate as reasonably requested (at the expense of Genentech) in the defense of such Claim; and (B) not settle such Claim without the express, prior written consent of Genentech. Genentech’s obligations under Section 14.1(b)(i) shall not apply (1) to amounts paid in settlement of any Claims if such settlement is effected without Genentech’s consent or (2) to the extent any Losses were directly caused by (a1) the negligence or willful misconduct of any BioLineRx Indemnitees; (a2) BioLineRx’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (a3) BioLineRx’s breach of any Applicable Law pertaining to activities it performs under this Agreement.

Procedures; Limitations. BioLineRx Genentech shall notify Genentech BioLineRx in writing of any Claim for which it seeks to exercise its rights under Section 14.1(b)(i14.1(c)(i) as soon as reasonably possible after it receives notice of such Claim. If requested by BioLineRxGenentech, Genentech BioLineRx shall assume control of the defense thereof, with counsel mutually satisfactory to the Parties, including the right to settle or conclude such defense. In the event that Genentech requests that BioLineRx assume such control, Genentech shall (A) cooperate as reasonably requested (at the expense of GenentechBioLineRx) in the defense of such Claim; Claim and (B) not settle such Claim without the express, prior written consent of GenentechBioLineRx. GenentechBioLineRx’s obligations under Section 14.1(b)(i14.1(c)(i) shall not apply (1) to amounts paid in settlement of any Claims if such settlement is effected without GenentechBioLineRx’s consent or (2) to the extent any Losses were directly caused by (a1) the negligence or willful misconduct of any BioLineRx Genentech Indemnitees; (a2) BioLineRxGenentech’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or (a3) BioLineRxGenentech’s breach of any Applicable Law pertaining to activities it performs under this Agreement.