Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided that such employment shall be at the Indemnified Party’s sole cost and expense unless # the employment thereof has been specifically authorized by the indemnifying Party in advance in writing, # the indemnifying Party has notified the Indemnified Party is not going to assume or failed to assume the defense and employ counsel in accordance with [Section 12.3.2] (in which case the Indemnified Party shall control the defense) or # the interests of the applicable Indemnitees and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless # the employment thereof has been specifically authorized by the Indemnifying Party in writing (in which case, the defense shall be controlled as provided in [Section 8.3.2] (Control of Defense)), # the Indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 8.3.2] (Control of Defense) (in which case the Indemnified Party shall control the defense), or # the interests of the Indemnified Party and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting [Section 10.2(b)], any Indemnified Party shall be entitled to participate in the defense of such Third-Party Claim assumed by Company and to employ counsel of its choice for such purpose. However, such employment shall be at the Indemnified Party’s own expense unless # the employment thereof has been specifically authorized by Company in writing; # Company has failed to assume the defense and employ counsel in accordance with [Section 10.2(b)] (in which case the Indemnified Party may control the defense); or # the interests of the Indemnified Party and Company with respect to such Third-Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Laws, ethical rules, or equitable principles, in which case such employment shall be at the expense of Company.

Right to Participate in Defense. Without limiting [Section 15.3.2], any Indemnified Party will be entitled to participate in, but not control (unless the Indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 15.3.2]), the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment will be at the Indemnified Party’s own cost and expense unless # the employment thereof has been specifically authorized by the Indemnifying Party in writing, # the Indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 15.3.2] (in which case the Indemnified Party will control the defense), or # the interests of the indemnitee and the Indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Any Indemnified Party shall be entitled to participate in the defense of such Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless # the employment thereof has been specifically authorized in writing in advance by the Indemnifying Party (in which case, the defense shall be controlled as provided in [Section 13.3(b)] (Control of Defense), with such provisions applying mutatis mutandis; # the Indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 13.3(b)] (Control of Defense) (in which case the Indemnified Party shall control the defense, with the reasonable out-of-pocket expense with respect thereto borne by the Indemnifying Party); or # the interests of the indemnitee and the Indemnifying Party with respect to such Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Laws, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense, with the reasonable out-of-pocket expense with respect thereto borne by the indemnifying Party).

Right to Participate in Defense. Without limiting [Section 8.3(a)], the Indemnified Party shall be entitled to participate in, but not control, the defense of any Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s own expense unless # the employment thereof has been specifically authorized by the Indemnifying Party in writing, # the Indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 8.4(a)] (in which case the Indemnified Party shall control the defense), or # the interests of the Indemnified Party and 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 such Persons under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting [Section 11.4.1], 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 that such employment shall be at the Indemnified Party’s own expense unless # the employment thereof has been specifically authorized by the Indemnifying Party in writing, # the Indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 11.4.1] (in which case the Indemnified Party shall control the defense) or # the interests of the Indemnified Party and any [[Sanofi:Organization]] Indemnitee or Acer 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. Any Indemnified Party shall be entitled to participate in the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party’s sole cost and expense unless # the employment thereof has been specifically authorized in writing by the indemnifying Party (in which case, the defense shall be controlled as provided in Section 12.4.2), # the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 12.4.2 (in which case the Indemnified Party shall control the defense) or # the interests of the indemnitee and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles (in which case, the Indemnified Party shall control its defense).

Right to Participate in Defense. Without limiting [Section 12.4.1], any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, that such employment shall be at the Indemnified Party’s own expense unless # the employment thereof, and the assumption by the indemnifying Party of such expense, has been specifically authorized by the indemnifying Party in writing, # the indemnifying Party has failed to assume the defense and employ counsel in accordance with [Section 12.4.1] (in which case the Indemnified Party shall control the defense), or # the interests of the Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation by the same counsel of both Parties under Applicable Law, ethical rules or equitable principles.

Right to Participate in Defense. Without limiting [Section 12.2.2], the Indemnified Party will be entitled to # participate in, but not control, the defense of such Claim and to engage counsel of its choice for such purpose; provided, however, that such engagement will be at the Indemnified Party’s own expense unless the engagement thereof has been specifically authorized by the Indemnifying Party in writing, and # control its defense of such Claim and to engage counsel of its choice for such purpose, at the expense of the Indemnifying Party, if the Indemnifying Party has failed to assume the defense and engage counsel in accordance with [Section 12.2.2].