BioMarin Indemnitees definition
Examples of BioMarin Indemnitees in a sentence
If the indemnifying Party fails to state in a written notice during such [*] day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Merck Serono Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provides.
If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Alliant Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provisions of Section 13.1 or 13.2.
In the event that Ascent becomes a wholly-owned Subsidiary of Licensee or any of its Affiliates, without any action of any party, on the date Ascent becomes such a Subsidiary, Medicis shall no longer be deemed a party to this Agreement and all rights and obligations of Medicis hereunder shall be deemed extinguished; provided, however, that the obligation of Medicis to guarantee indemnification of the BioMarin Indemnitees shall survive termination of this Agreement in accordance herewith.
If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Novasep Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provides of Sections 13.1 and 13.2.
Notwithstanding the foregoing, Licensee’s obligation to indemnify, hold harmless, and defend the BioMarin Indemnitees shall not apply to the extent any Losses arise out of (x) BioMarin’s breach of any Transaction Agreement (except for the Supply Agreement), or (y) the negligence or willful misconduct of BioMarin or its Affiliates.
If the indemnifying Party fails to state in a written notice during such thirty (30) day period its willingness to assume the defense of such a Claim, the BioMarin Indemnitee(s) or Serono Indemnitee(s), as the case may be, shall have the right to defend, settle or otherwise dispose of such Claim, subject to the applicable provides of Sections 12.1 and 12.2.