Common use of Indemnification by Abbott Clause in Contracts

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 and hold Myogen, its Affiliates and txxxx xirxxxxxxitx Xxxxlixxxx xnd their directors, 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 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 breaxx xx this AgreemexxAgreement, xxcept except to the extent sucx xxxxx party such Third 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 xx xxxsuit and perxxxx Xbbott permits Abbott to undertake sole control of the defense and settlement therexx xx anx xxxxlement thereof at Abbott's expense. In any such claim or lawsuit: (xa) Xxxxxn Myogen 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 Xgreementrespexx xx xxis Agreement, Myogen shall not settle, offer to settle or admit liability in any claim or suit in which Myogen intends to seek [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 20 [/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. indemnification by Abbott without the written consent of a duly authorized dxxx xxthorized officer of AxxxxxAbbott.