Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Abbott and each of the Abbott Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the AbbVie Indemnitees from and against all Abbott Indemnity Obligations; provided, however, that the indemnity in this Section 4.03 for Abbott Liabilities shall not extend to a past, present or future director, officer, employee or agent of Abbott or an Abbott Subsidiary to the extent (a) such Person would not be eligible for indemnification under the terms of (i) AbbVie’s certificate of incorporation or bylaws in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter or (ii) the directors’ and officers’ insurance policy of AbbVie would not cover such Person in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter.
Indemnification by Abbott. Abbott shall indemnify and hold Myogen, its Affiliates and txxxx xirxxxxxx, officers, employees and agents harmless from and against any and all Liabilities, incurred by or instituted or rendered against Myogen to the extent such Liabilities result from a third party claim arising from the willful misconduct or the negligent acts or omissions of Abbott or its Affiliates or Abbott's material breach of this Agreemexx, xxcept to the extent sucx xxxxx party claims arise out of the negligence or willful misconduct of Myogen, its Affiliates and their directors, officers, employees and agents, or the material breach of this Agreement by Myogen, its Affiliates and their directors, officers, employees and agents, and provided that Myogen gives Abbott prompt notice in writing of any such claim or lawsuit and perxxxx Xbbott to undertake sole control of the defense and settlement therexx xx Abbott's expense. In any such claim or lawsuit:
(x) Xxxxxn will cooperate in the defense by providing access to witnesses and evidence available to it. Myogen shall have the right to participate, at its expense, in any defense to the extent that in its reasonable judgment Myogen may be prejudiced by Abbott's sole defense thereof.
(b) With respect tx xxxx Xgreement, Myogen shall not settle, offer to settle or admit liability in any claim or suit in which Myogen intends to seek indemnification by Abbott without the written consent of a duly authorized officer of Axxxxx.
Indemnification by Abbott. Abbott shall indemnify, defend and hold harmless Hospira, its affiliates, officers, directors and employees from and against all claims, causes of action, suits, costs and expenses (including reasonable attorney’s fees), losses or liabilities pursuant to this Agreement and asserted by Third Parties to the extent such arise out of, result from or relate to: (i) Xxxxxx’x breach of any representation or warranty set forth in Section 3.1(a); (ii) any violation or infringement of any proprietary right of any Third Party to the extent relating to, arising out of or resulting from Xxxxxx’x manufacturing processes used in the manufacture of Products pursuant to this Agreement (exclusive of the Product Specifications or any Hospira proprietary rights); and (iii) any negligent, wrongful act, or willful misconduct or omission on the part of Abbott, its officers, directors, employees, agents or representatives relating to Xxxxxx’x performance hereunder.
Indemnification by Abbott. Abbott shall indemnify, defend and ------------------------- hold harmless Anesta and its officers, directors, employees, agents and representatives ("Anesta Indemnitees") from and against any and all liabilities, ------------------ claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attorneys' fees) based upon or arising out of Xxxxxx'x negligence, willful or deliberate misconduct, recklessness, or breach of any covenant, agreement, representation or warranty made by Abbott in this Agreement.
Indemnification by Abbott. From and after the Closing, Guidant and its Affiliates, officers, directors, agents, successors and assigns shall be indemnified and held harmless by Abbott for and against any and all Losses to the extent arising out of or related to the Business (other than the Excluded Liabilities) and the Assumed Liabilities, except for Taxes described in Section 10.02(iii).
Indemnification by Abbott. From and after the Closing, Boston Scientific and its Affiliates, officers, directors, agents, successors and assigns shall be indemnified and held harmless by Abbott for and against any and all Losses to the extent arising out of or related to the Business (other than the Excluded Liabilities) and the Assumed Liabilities.
Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Special Products Ancillary Agreement, Abbott and each of the Abbott Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the AbbVie Indemnitees from and against all Abbott Indemnity Obligations, except to the extent any such Liability is the result of a breach by AbbVie or an AbbVie Subsidiary of this Agreement or any Special Products Ancillary Agreement or the negligence or willful misconduct or omission by AbbVie or an AbbVie Subsidiary under this Agreement or any Special Products Ancillary Agreement; provided, however, that the indemnity in this Section 10.02 for Abbott Special Products Liabilities shall not extend to a former director, officer, employee or agent of Abbott or an Abbott Subsidiary to the extent such Person would not be eligible for indemnification under the terms of (i) AbbVie’s certificate of incorporation or bylaws in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter; or (ii) the directors’ and officers’ insurance policy of AbbVie would not cover such Person in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter.
Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Principal Ancillary Agreement, Abbott shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each of the Hospira Indemnitees from and against all Abbott Indemnity Obligations; PROVIDED, HOWEVER, that the indemnity in this SECTION 4.03 for Abbott Liabilities shall not extend to a former Abbott director, officer, employee or agent to the extent such Person was grossly negligent or engaged in willful misconduct in connection with the Abbott Liabilities for which indemnification is sought.
Indemnification by Abbott. Except as may be otherwise provided herein, Abbott shall defend, indemnify and hold Triangle, all of its directors, officers and employees, and Triangle Sales Representatives (collectively the "Triangle Indemnitees") harmless from and against all Losses incurred in connection with any Third Party suits, claims or causes of action arising out of or resulting from: *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
(i) Xxxxxx'x breach of any representation, warranty, covenant, or other obligation provided for in this Agreement;
(ii) An infringement claim arising from Triangle's use of the Abbott name or logo or the Abbott Trademarks in connection with the promotion or sale of the Products, provided Triangle's use is in compliance with the terms of this Agreement;
(iii) The manufacture, promotion, marketing, sale or use of the Products;
(iv) The negligence, recklessness or willful misconduct of Abbott and its directors, officers or employees or Abbott Sales Representatives, *** , its directors, officers or employees, or Abbott Sales Representatives;
(v) Any patent infringement claim arising from the use or sale of a Product. Provided, however, that Abbott shall not be required to indemnify the Triangle Indemnitees to the extent that any Losses arise out of or result from: (1) the negligence, recklessness or willful misconduct of any of the Triangle Indemnitees, including, but not limited to, out-of-label promotion of the Products; and or (2) any breach by Triangle of this Agreement. Triangle shall not be considered negligent for purposes of this Section 12.1 if such claim arises with respect to the content of the Promotional Materials, Product labeling or other materials provided to Triangle by Abbott as long as Triangle has distributed or employed such Promotional Materials or other such materials as directed herein. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.
Indemnification by Abbott. Abbott shall indemnify, xxxxxx, axx xxxd harmless BioCurex from and against any Liabilities that BioCurex may hereinafter incur, suffer or be required to pay arising out of or resulting from any breach by Abbott of the representations axx warranties or other provisions set forth in this Agreement, or any acts or omissions by Abbott or its Affiliates directly xxxxxxng to the manufacture, distribution or sale of Product by Abbott or its Affiliatxx. Xotwithstanding the above, Abbott shall not be liable for Liabilities of any kind which arise out of or are attributable to any gross negligence or willful misconduct of BioCurex or its Affiliates and their officers, directors, employees or representatives.
