Common use of Right to Participate in Defense Clause in Contracts

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense), any Indemnified Party shall be entitled to participate in, but not control, the defense of a Third Party Claim and to employ counsel of its choice for such purpose; provided that such employment of counsel shall be at the Indemnified Party’s own expense unless (a) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) (in which case the Indemnified Party shall control the defense) or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense7.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of a Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own expense unless (ai) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writing, (bii) the Indemnifying Party has failed to assume ***Confidential Treatment Requested the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense7.3(b) (in which case the Indemnified Party shall control the defense) ), or (ciii) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules rules, or equitable principles.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense)11.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided provided, that such employment of counsel shall be at the Indemnified Party’s own expense unless (ai) the employment thereof, and the assumption by the indemnifying Party of counsel thereof such expense, has been specifically authorized by the Indemnifying indemnifying Party in writing, or (bii) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) (in which case the Indemnified Party shall control the defense) or (c) ). In the event the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules or equitable principles, each Party shall retain its own counsel.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense)9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided provided, that such employment of counsel shall be at the Indemnified Party’s own expense unless (a) the employment thereof, and the assumption by the indemnifying party of counsel thereof such expense, has been specifically authorized by the Indemnifying indemnifying Party in writing, (b) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) 9.4.1 (in which case the Indemnified Party shall control the defense) ), or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense8.3(a), any the Indemnified Party shall be entitled to participate in, but not control, the defense of a any Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own expense unless (ai) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writing, (bii) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense8.4(a) (in which case the Indemnified Party shall control the defense) ), or (ciii) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicablethe Indemnified Party’s Indemnitees, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense9.2(c)(ii)(l), any Indemnified Party shall be entitled to participate in, but not control, the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own expense unless (aA) the employment of counsel thereof has been specifically authorized by the Indemnifying indemnifying Party in writing, or (bB) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense9.2(c)(ii)(l) (in which case the Indemnified Party shall control the defense). CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable Law, ethical rules or equitable principlesDENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMMITTED INFORMATION.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense)8.6.1, any Indemnified Party shall Indemnitee will be entitled to participate in, but not control, the defense of a Third Party Claim claim for which it has sought indemnification hereunder and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall will be at the Indemnified PartyIndemnitee’s own expense unless (a) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writing, (b) at any point the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) 8.6 (in which case the Indemnified Party shall will control the defense) or (c) if the interests of the Indemnified Party and any Sanofi the Buyer Indemnitee or Licensee Seller Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such the Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both parties under Applicable applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense)9.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of a Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own expense unless (a) the employment thereof and reimbursement of counsel thereof expenses relating thereto has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) 9.4.1 (in which case the Indemnified Party shall control the defense) or (c) the interests of the Indemnified Party and any Sanofi Medtronic Indemnitee or Licensee Acorda Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense)11.4.1, any Indemnified Party shall be entitled to participate in, but not control, the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided that such employment of counsel shall be at the Indemnified Party’s own expense unless (a) the employment thereof, and the assumption by the indemnifying Party of counsel thereof such expense, has been specifically authorized by the Indemnifying indemnifying Party in writing, (b) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) (in which case the Indemnified Party shall control the defense) ), or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules or equitable principlesprinciples (in which case the Indemnifying Party shall control its defense and the Indemnified Party shall control the defense of the Indemnified Party).

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense), any Any Indemnified Party shall be entitled to participate in, but not control, in the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own sole cost and expense unless (a) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writingwriting (in which case, the defense shall be controlled as provided in Section 8.3.2 (Control of Defense)), (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 8.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense) ), or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense)12.4 above, any Indemnified Party shall be entitled to participate in, but not control, the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own expense unless unless, subject to the consent of an insurer, if applicable, (a) the employment of counsel thereof has been specifically authorized by the Indemnifying indemnifying Party in writing, (b) the Indemnifying indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) 12.4 (in which case the Indemnified Party shall control the defense) or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense), any Any Indemnified Party shall be entitled to participate in, but not control, in the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own sole cost and expense unless (a) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writingwriting (in which case, the defense shall be controlled as provided in Section 11.3.2 (Control of Defense)), (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 11.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense) ), or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Except with respect to any Third Party Claim that is a Third Party Infringement Claim, the process for the defense of which shall be governed by Section 11.4.1 (Control of Defense)7.5, any Indemnified Party shall be entitled to participate in, but not control, the defense of a Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own sole cost and expense unless (a) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) 10.2.2 (in which case the Indemnified Party shall control the defense) ), or (cb) the interests of the Indemnified Party and any Sanofi Allergan Indemnitee or Licensee UroGen Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable Law, ethical rules or equitable principlesprinciples (in which case the Indemnifying Party shall control its defense and the Indemnified Party shall control the defense of the Allergan Indemnitees or the UroGen Indemnitees, as applicable).

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense), any Any Indemnified Party shall be entitled to participate in, but not control, in the defense of a such Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own sole cost and expense unless (a) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writingwriting (in which case, the defense shall be controlled as provided in Section 9.3.2 (Control of Defense)), (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 9.3.2 (Control of Defense) (in which case the Indemnified Party shall control the defense) ), or (c) the Indemnifying Party has assumed the defense and selected its defense counsel, but the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules or equitable principlesprinciples (in which case, the Indemnifying Party shall control its defense).

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense)17.2.2, any the Indemnified Party shall be entitled to participate in, but not control, the any defense or settlement of a any Third Party Claim controlled by the Indemnifying Party pursuant to this Section 17.2 and shall bear its own costs and expenses with respect to employ counsel of its choice for such purposeparticipation; provided that the Indemnifying Party shall bear such employment of counsel shall be at the Indemnified Party’s own expense unless costs and expenses if (a) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writing, (b) the Indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense) 17.2.2 (in which case the Indemnified Party shall control the defense) or (c) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicableof the Indemnified Party’s indemnitees, on the one hand, and the Indemnifying Party, on the other hand, with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons under Applicable applicable Law, ethical rules or equitable principlesprinciples (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting Section 11.4.1 (Control of Defense7.3(b), any Indemnified Party shall be entitled to participate in, but not control, the defense of a Third Party Claim and to employ counsel of its choice for such purpose; provided provided, however, that such employment of counsel shall be at the Indemnified Party’s own expense unless (ai) the employment of counsel thereof has been specifically authorized by the Indemnifying Party in writing, (bii) the Indemnifying Party has failed to assume ***Confidential Treatment Requested 18 the defense and employ counsel in accordance with Section 11.4.1 (Control of Defense7.3(b) (in which case the Indemnified Party shall control the defense) ), or (ciii) the interests of the Indemnified Party and any Sanofi Indemnitee or Licensee Indemnitee, as applicable, on the one hand, and the Indemnifying Party, on the other hand, Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of all such Persons both Parties under Applicable Law, ethical rules rules, or equitable principles.