Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 or 12.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 8 contracts
Samples: Collaboration Agreement (Theravance Inc), Collaboration Agreement (Theravance Inc), Governance Agreement (Theravance Inc)
Assumption of Defense. Notwithstanding anything to the contrary --------------------- contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.414.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 14.1 or 12.214.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 5 contracts
Samples: Collaboration Agreement (Adolor Corp), Collaboration Agreement (Adolor Corp), Collaboration Agreement (Adolor Corp)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.412.04, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 12.01 or 12.2Section 12.02, as applicable, solely for such Third Party Claim and related Losses.
Appears in 5 contracts
Samples: Commercialization Agreement, Commercialization Agreement (Theravance Biopharma, Inc.), Commercialization Agreement (Theravance Biopharma, Inc.)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.414.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 14.1 or 12.2Section 14.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 4 contracts
Samples: Exclusive License and Technology Transfer Agreement, Exclusive License and Technology Transfer Agreement (Advaxis, Inc.), License, Development and Commercialization Agreement (King Pharmaceuticals Inc)
Assumption of Defense. Notwithstanding anything to To the contrary contained hereinextent permitted by applicable Laws, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.4, in which case the Indemnifying Party shall be relieved assume the defense and handling of liability under Section 12.1 or 12.2, as applicable, solely for such Third Party Claim and related LossesClaim, at the Indemnifying Party’s sole expense in accordance with Section 15.3.3.
Appears in 3 contracts
Samples: License and Collaboration Agreement (Pieris Pharmaceuticals, Inc.), Confidential Treatment Requested (Pieris Pharmaceuticals, Inc.), Confidential Treatment Requested (Pieris Pharmaceuticals, Inc.)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.49.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 9.1 or 12.29.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 2 contracts
Samples: Collaboration Agreement (Mascoma Corp), Collaboration Agreement (Mascoma Corp)
Assumption of Defense. Notwithstanding anything to To the contrary contained hereinextent permitted by applicable Laws, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.4, in which case the Indemnifying Party shall be relieved assume the defense and handling of liability under Section 12.1 or 12.2, as applicable, solely for such Third Party Claim and related LossesClaim, at the Indemnifying Party’s sole expense in accordance with Section 11.3.3.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Pieris Pharmaceuticals, Inc.), License and Collaboration Agreement (Pieris Pharmaceuticals, Inc.)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.413.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 13.1 or 12.213.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 2 contracts
Samples: Option and License Agreement (Scholar Rock Holding Corp), Option and License Agreement (Scholar Rock Holding Corp)
Assumption of Defense. Notwithstanding anything to To the contrary contained hereinextent permitted by Laws, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.4, in which case the Indemnifying Party shall be relieved assume the defense and handling of liability under Section 12.1 or 12.2, as applicable, solely for such Third Party Claim and related LossesClaim, at the Indemnifying Party’s sole expense in accordance to Section 12.3.3.
Appears in 2 contracts
Samples: License and Collaboration Agreement (Sorrento Therapeutics, Inc.), License and Collaboration Agreement (Sorrento Therapeutics, Inc.)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.411.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 11.1 or 12.211.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 2 contracts
Samples: Api Compound Supply Agreement (Adolor Corp), Drug Product Supply Agreement (Adolor Corp)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the its own defense of against any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.4Party, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 11.01 or 12.2Section 11.02, as applicable, solely for such Third Party Claim and related Losses, if it had previously satisfied the Litigation Condition.
Appears in 2 contracts
Samples: Development and Commercialization Agreement (Theravance Biopharma, Inc.), Development and Commercialization Agreement (Theravance Biopharma, Inc.)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.413.7, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 13.1 or 12.2Section 13.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 2 contracts
Samples: Collaboration and License Agreement (Egalet Corp), Collaboration and License Agreement (Acura Pharmaceuticals, Inc)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 9.1 or 12.2Section 9.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 1 contract
Samples: Termination Agreement (Adolor Corp)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.410.8, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 10.6(a) or 12.210.6(b), as applicable, solely for such Third Party Claim and related Losses.
Appears in 1 contract
Samples: Distribution and License Agreement (NPS Pharmaceuticals Inc)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an An Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.411.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 11.1 or 12.211.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 1 contract
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.410.4, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 10.1 or 12.210.2, as applicable, solely for such Third Party Claim and related LossesLosses of Client or Losses of CRL, as applicable.
Appears in 1 contract
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.415.3(c), in which case the Indemnifying Party shall be relieved of liability under Section 12.1 15.1 or 12.215.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 1 contract
Samples: Development, Manufacturing and Supply Agreement (Orthovita Inc)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.412.5, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 or 12.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 1 contract
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.410.5, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 10.1 or 12.210.2, as applicable, solely for such Third Party Claim and related Losses.
Appears in 1 contract
Samples: Row Supply Agreement (Adolor Corp)
Assumption of Defense. Notwithstanding anything to the contrary contained herein, an Indemnified Party shall be entitled to assume the defense of any Third Party Claim with respect to the Indemnified Party, upon written notice to the Indemnifying Party pursuant to this Section 12.411.5, in which case the Indemnifying Party shall be relieved of liability under Section 12.1 11.2 or 12.211.3, as applicable, solely for such Third Party Claim and related Losses.
Appears in 1 contract
