Common use of Control of Defense Clause in Contracts

Control of Defense. Except as specifically provided in this section, any Person entitled to indemnification under this Article XII shall give written notice to the indemnifying Party of any claims that may be subject to indemnification, promptly after learning of such claim, and the indemnifying Party shall assume the defense of such claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party will not be subject to any liability for any settlement of such claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such claims.

Appears in 9 contracts

Samples: Joint Development Agreement (ESGL Holdings LTD), Joint Development Agreement, Joint Development Agreement

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Control of Defense. Except as specifically provided in this section, any Person Any entity entitled to indemnification under this Article XII shall give written notice to the indemnifying Party of any claims Claims that may be subject to indemnification, promptly after learning of such claimClaim, and the indemnifying Party shall assume the defense of such claims Claims with counsel reasonably satisfactory to the indemnified partyParty. If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party will not be subject to any liability for any settlement of such claims Claims made by the indemnified party Party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party Party with respect to such claimsClaims.

Appears in 6 contracts

Samples: Collaboration Agreement (Telik Inc), Collaboration Agreement (Rigel Pharmaceuticals Inc), Collaboration Agreement (Rigel Pharmaceuticals Inc)

Control of Defense. Except as specifically provided in this section, any Person Any entity entitled to indemnification under this Article XII Section 14 shall give written notice to the indemnifying Party party of any claims Claims that may be subject to indemnification, promptly after learning of such claimClaim, and the indemnifying Party party shall assume the defense of such claims Claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party party with counsel so selected, the indemnifying Party party will not be subject to any liability for any settlement of such claims Claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such claimsClaims.

Appears in 3 contracts

Samples: And License Agreement (Acadia Pharmaceuticals Inc), And License Agreement (Acadia Pharmaceuticals Inc), And License Agreement (Acadia Pharmaceuticals Inc)

Control of Defense. Except as specifically provided in this section, any Person Any entity entitled to indemnification under this Article XII shall give written notice to the indemnifying Party of any claims Claims that may be subject to indemnification, promptly after learning of such claimClaim, and the indemnifying Party Parry shall assume the defense of such claims Claims with counsel reasonably satisfactory to the indemnified partyParty. If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party will not be subject to any liability for any settlement of such claims Claims made by the indemnified party Party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained renamed by the indemnified party Party with respect to such claimsClaims.

Appears in 2 contracts

Samples: License Agreement (Telik Inc), License Agreement (Telik Inc)

Control of Defense. Except as specifically provided in this section, any Person Any person or entity entitled to indemnification under this Article XII 12 shall give written notice to the indemnifying Party of any claims Claims that may be subject to indemnification, indemnification promptly after learning such Party learns of such claim, and the Claim. The indemnifying Party shall assume the defense of such claims with Claims using counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party with counsel so selectedParty, and the indemnifying Party will not be subject to any liability for any settlement of such claims Claims made by the indemnified party Party without its the indemnifying Party's consent (but such consent will not to be unreasonably withheld or delayed), and will not be obligated to pay the any fees and expenses of any separate counsel retained by the indemnified party Party with respect to such claimsClaim.

Appears in 2 contracts

Samples: Collaboration Agreement (Tularik Inc), Collaboration Agreement (Tularik Inc)

Control of Defense. Except as specifically provided in this sectionArticle, any Person entitled to indemnification under this Article XII 11 shall give written notice to the indemnifying Party of any claims that may be subject to indemnification, promptly after learning of such claim, and the indemnifying Party shall assume the defense of such claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party will not be subject to any liability for any settlement of such claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such claims.

Appears in 2 contracts

Samples: License Agreement, License Agreement (Genomatica Inc)

Control of Defense. Except as specifically provided in this section, any Person Any entity entitled to indemnification under this Article XII shall give written notice to the indemnifying Party party of any claims Claims that may be subject to indemnification, promptly after learning of such claimClaims, and the indemnifying Party party shall assume the defense of such claims Claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party party with counsel so selected, the indemnifying Party party will not be subject to any liability for any settlement of such claims Claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such claimsClaims.

Appears in 1 contract

Samples: Collaboration Agreement (Sugen Inc)

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Control of Defense. Except as specifically provided in this section, any Person Any entity entitled to indemnification under this Article XII shall give written notice to the indemnifying Party party of any claims Claims that may be subject to indemnification, promptly after learning of such claimClaim, and the indemnifying Party party shall assume the defense of such claims Claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party party with counsel so selected, the indemnifying Party party will not be subject to any liability for any settlement of such claims Claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such claimsClaims.

Appears in 1 contract

Samples: License Agreement (Sugen Inc)

Control of Defense. Except as specifically provided in this section, any Person person entitled to indemnification under this Article XII 7 shall give written notice to the indemnifying Party of any claims that may be subject to indemnification, promptly after learning of such claim, and the indemnifying Party shall assume the defense of such claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party will not be subject to any liability for any settlement of such claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such claims.

Appears in 1 contract

Samples: Jv and License Agreement (Genomatica Inc)

Control of Defense. Except for Patent Claims as specifically provided set forth in this sectionSection 8.2, any Person entity entitled to indemnification under this Article XII Section 16 shall give written notice to the indemnifying Party of any claims Losses that may be subject to indemnification, promptly after learning of such claimLosses, and the indemnifying Party shall assume the defense of such claims Losses with counsel reasonably satisfactory to the indemnified partyParty. If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party will not be subject to any liability for any settlement of such claims Losses made by the indemnified party Party without its consent (but such consent will not be unreasonably withheld withheld, delayed or delayedconditioned), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party Party with respect to such claimsLosses.

Appears in 1 contract

Samples: Collaboration Agreement (Oculus Innovative Sciences, Inc.)

Control of Defense. Except as specifically provided in this section, any Person Any entity entitled to indemnification under this Article XII shall give written notice to the indemnifying Party party of any claims Claims that may be subject to indemnification, promptly after learning of such claimClaim, and the indemnifying Party party shall assume the defense of such claims Claims with counsel reasonably satisfactory to the indemnified party. If such defense is assumed by the indemnifying Party party with counsel so selected, the indemnifying Party party will not be subject to any liability for any settlement of such claims Claims made by the indemnified party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified party with respect to such claimsClaims.

Appears in 1 contract

Samples: License Agreement (Sugen Inc)

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