Common use of INDEMNIFICATION BY MYOGEN Clause in Contracts

INDEMNIFICATION BY MYOGEN. Myogen shall indemnify and hold Abbott, its Affiliates and their directors, officers, xxployees and agents harmless from and against any and all liabilities, actions, suits, claims, demands, prosecutions, damages, costs, expenses or money judgments finally awarded (including [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 19 [/\#/\] 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. reasonable legal fees) (collectively, "LIABILITIES") incurred by or instituted or rendered against Abbott to the extent such Liabilities result from x Xxxxd Party claim arising from product liability claims or from the willful misconduct or the negligent acts or omissions of Myogen or its Affiliates or Myogen's material breach of this Agreement, except to the extent such Third Party claims arise out of the negligence or willful misconduct of Abbott, its Affiliates and their directors, officexx, xxployees and agents, or the material breach of this Agreement or the Manufacturing and Supply Agreement, if any, by Abbott, its Affiliates and their directors, officexx, xxployees and agents, and provided that Abbott gives Myogen prompt notice in writing of any such claim or lawsuit and permits Myogen to undertake sole control of the defense and settlement thereof at Myogen's expense. In any such claim or lawsuit: (a) Abbott will cooperate in the defense by providing access to witnesses and evidence available to it. Abbott shall have the right to participate, at its expense, in any defense to the extent that in its reasonable judgment Abbott may be prejudiced by Myogen's sole xxxxxse thereof. (b) With respect to this Agreement, Abbott shall not settle, offer to settle xx xxxit liability in any claim or suit in which Abbott intends to seek indemnification by Xxxxxn without the written consent of the CEO, COO or CFO of Myogen.

INDEMNIFICATION BY MYOGEN. Myogen shall indemnify and hold Abbott, its Affiliates and their directors, officers, xxployees employees and agents xxxxxx harmless from and against any and all liabilities, actions, suits, claims, demands, prosecutions, damages, costs, expenses or money judgments finally awarded (including [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 19 [/\#/\] 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. reasonable legal fees) (collectively, "LIABILITIES") incurred by or instituted or rendered against Abbott to the extent such Liabilities result from x Xxxxd Party claim arising a third party claix xxxxing from product liability claims or from the willful misconduct or the negligent acts or omissions of Myogen or its Affiliates or Myogen's material breach of this Agreement, except to the extent such Third Party third party claims arise out of the negligence or willful misconduct of Abbott, its Affiliates and their directors, officexxofficers, xxployees employees and agentsxxxxxx, or the material breach of this Agreement or the Manufacturing Development and Supply Agreement, if any, Agreement by Abbott, its Affiliates and their directors, officexxofficers, xxployees employees and agentsxxxxxx, and provided that Abbott gives Myogen prompt notice in writing of any such claim or lawsuit laxxxxx and permits Myogen to undertake sole control of the defense and settlement thereof at Myogen's expense. In any such claim or lawsuit:: CONFIDENTIAL TREATMENT REQUESTED *** TEXT OMITTED AND FILED SEPARATELY CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS 200.80(b)(4) AND 230.406 (a) Abbott will cooperate in the defense by providing access to witnesses and witnessex xxx evidence available to it. Abbott shall have the right to participate, at its expense, in any defense dxxxxxx to the extent that in its reasonable judgment Abbott may be prejudiced by Myogen's sole xxxxxse defense thereof. (b) With respect to this Agreement, Abbott shall not settle, offer to settle xx xxxit or admit liability in any claim or cxxxx xr suit in which Abbott intends to seek indemnification by Xxxxxn Myogen without the written consent xxxxxnt of the CEO, COO or CFO a duly authorized officer of Myogen.