Common use of Claim for Indemnification Clause in Contracts

Claim for Indemnification. Whenever any claim shall arise for indemnification under Section 12.5, the Maxygen Indemnitees or Astellas Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) of the claim and, when known, the facts constituting the basis for the claim. The Indemnifying Party shall promptly assume, and have the right to control, the defense and settlement thereof at its own expense. The Indemnified Party shall not settle or compromise any claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event shall either the Indemnified Party or Indemnifying Party settle any claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party that would bind or impair the non-settling Party, or result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable. The provisions of this Article 12 shall be subject to the dispute resolution procedures of Article 14. For the avoidance of doubt, except as set forth in Section 12.5.2, any Losses covered by the provisions of this Article 12 shall be the sole responsibility of the Indemnifying Party and shall not be shared by the Parties pursuant to this Agreement, including the Financial Exhibit.

Claim for Indemnification. Whenever any claim Claim shall arise for indemnification under Section 12.58.5, the Maxygen Astellas Indemnitees or Astellas and the CPC Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) of the claim Claim and, when known, the facts constituting the basis for the claimClaim. The Indemnifying Party shall promptly assume, and have the right to control, the defense and settlement thereof at its own expense. The Indemnified Party shall not settle or compromise any claim Claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event shall either the Indemnified Party or Indemnifying Party settle any claim Claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim Claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party that would bind or impair the non-settling Party, or result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable. The provisions of this Article 12 8 shall be subject to the dispute resolution procedures of Article 14. For the avoidance of doubt, except as set forth in Section 12.5.2, any Losses covered by the provisions of this Article 12 shall be the sole responsibility of the Indemnifying Party and shall not be shared by the Parties pursuant to this Agreement, including the Financial Exhibit10.

Claim for Indemnification. Whenever any claim Claim shall arise for indemnification under this Section 12.56, the Maxygen Inpellis Indemnitees or Astellas and the BioChemics Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of the claim Claim and, when known, the facts constituting the basis for the claimClaim. The Indemnified Party’s failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability to such Indemnified Party under this Section 6 except to the extent any liability results from the failure to timely notify the Indemnifying Party. The Indemnifying Party shall promptly assume, and have the right to control, the defense and settlement thereof at its own expense. The Indemnified Party shall not settle or compromise any claim Claim by a Third Party for which it is entitled to indemnification under this Section 6 without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of its obligation to defend hereunder. In no event shall either the Indemnified Party or Indemnifying Party settle any claim Claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim Claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party party that would bind or impair the non-settling Partyparty, or result in any Licensed Technology, Patent patent or trademark of the other Party party being rendered invalid or unenforceable. The provisions of this Article 12 shall be subject to the dispute resolution procedures of Article 14. For the avoidance of doubt, except as set forth in Section 12.5.2, or if such settlement contains an admission that any Losses covered by the provisions of this Article 12 shall be the sole responsibility of the Indemnifying Party and shall not be shared by the Parties pursuant to this Agreement, including the Financial Exhibitpatent is invalid or unenforceable.

Claim for Indemnification. Whenever any claim shall arise for indemnification arises under Section 12.5Sections 4.04 or 4.05, Pfenex Indemnitees and the Maxygen Indemnitees or Astellas Dow Indemnitees entitled to indemnification (the “Indemnified Party”) shall promptly notify the other Party (the “Indemnifying Party”) in writing of the claim and, when known, the facts constituting the basis for the claim. The Indemnified Party’s failure to notify the Indemnifying Party will not relieve the Indemnifying Party from any liability to such Indemnified Party unless the Party is prejudiced by the failure to timely notify the Indemnifying Party. The Indemnifying Party has the right to assume the defense and control the disposition of such claim and agrees to reasonably cooperate with the other Party in the handling thereof, provided that Party shall promptly assume, and have the right to control, participate in the defense and settlement thereof of such claim at its own expense. The Indemnified Party shall not settle or compromise any claim by a Third Party for which it is entitled to indemnification without the prior written consent of the Indemnifying Party, unless the Indemnifying Party is in breach of wishes to waive its obligation rights to defend hereunderindemnity. In no event shall either the Indemnified Party or Indemnifying Party settle any claim without the prior written consent of the Indemnified Party if such settlement does not include a release from liability on such claim or if such settlement would involve undertaking an obligation other than the payment of money by the settling Party that would bind or impair the non-settling Party, or result in any Licensed Technology, Patent or trademark of the other Party being rendered invalid or unenforceable. The provisions of this Article 12 shall be subject to the dispute resolution procedures of Article 14. For the avoidance of doubt, except as set forth in Section 12.5.2, any Losses covered by the provisions of this Article 12 shall be the sole responsibility of the Indemnifying Party and shall CONFIDENTIAL - Do not be shared by the Parties pursuant to this Agreement, including the Financial Exhibit.share without permission EXECUTION COPY