Common use of Indemnification by RTI Clause in Contracts

Indemnification by RTI. RTI agrees to indemnify and hold harmless ---------------------- Abbott, each of Xxxxxx'x directors, officers and U.S. wholly-owned subsidiaries, and each person, if any, who controls Abbott within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages, or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any untrue statements of a material fact contained in (or upon the omission of a material fact from) a Registration Statement delivered or circulated by Abbott in connection with a sale of RTI securities by Abbott, or arise out of any failure by RTI to fulfill any undertaking included in the Registration Statement, and RTI will, as incurred reimburse Abbott and such persons for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding, or claim; provided, however, that RTI shall not be liable in any such case to the extent that such loss, claim, damage, or liability arises out of, or is based upon: (a) an untrue statement made in (or upon the omission of a material fact from) such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott.

Indemnification by RTI. RTI agrees to indemnify and hold harmless ---------------------- Abbott, each of Xxxxxx'x directors, officers and U.S. wholly-wholly- owned subsidiaries, and each person, if any, who controls Abbott within the meaning of the Securities Act or the Exchange Act, from and against any losses, claims, damages, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any untrue statements of a material fact contained in (or upon the omission of a material fact from) a Registration Statement delivered or circulated by Abbott in connection with a sale of RTI securities by Abbott, or arise out of any failure by RTI to fulfill any undertaking included in the Registration Statement, and RTI will, as incurred reimburse Abbott and such persons for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding, or claim; provided, however, that RTI shall not be liable in any such case to the extent that such loss, claim, damage, or liability arises out of, or is based upon: (a) an untrue statement made in (or upon the omission of a material fact from) such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation of the Registration Statement, (b) the failure of Abbott RTI to comply with the covenants or agreements contained in Section 2.6 2.5 hereof, oror RTI - Reg. Rights Agmt May 2, 2000 -8- (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by Abbott.

Indemnification by RTI. In connection with the registration of the Registrable Shares under the Securities Act pursuant to this Section 1.5, RTI agrees to will, and it hereby does, indemnify and hold harmless ---------------------- Abbottharmless, each of Xxxxxx'x directorsto the fullest extent permitted by law, officers and U.S. wholly-owned subsidiaries, the Shareholders and each person, if any, other person who controls Abbott within the meaning participates as an underwriter or otherwise on behalf of the Securities Act Shareholders in the offering or sale of such securities (collectively, the Exchange Act"Shareholder Indemnitee"), from and against any and all losses, claims, damagesdamages or liabilities, joint or several, and expenses (including any amounts paid in any settlement effected with RTI's prior consent (which may not be unreasonably withheld) and reasonable attorneys fees and disbursements) to which such Shareholder Indemnitee may become subject under the Securities Act, common law or otherwise, insofar as such claims, damages or liabilities (or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereof) expenses arise out of, of or are based upon (A) any untrue statements statement or alleged untrue statement of a any material fact contained in any Registration Statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (B) any omission or upon the alleged omission of to state therein a material fact from) a Registration Statement delivered required to be stated therein or circulated by Abbott in connection with a sale of RTI securities by Abbott, or arise out of any failure by RTI necessary to fulfill any undertaking included in make the Registration Statementstatements therein not misleading, and RTI will, as incurred will reimburse Abbott and such persons Shareholder Indemnitee for any legal or any other expenses expense reasonably incurred by them in investigatingconnection with investigating or defending such loss, defending claim, liability, action or preparing to defend any such action, proceeding, or claimproceedings; provided, however, provided that RTI shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or liability arises action or proceeding in respect thereof) or expenses arose out of, of or is was based upon: (a) an upon any untrue statement or alleged untrue statement or omission or alleged omission which was made or done in (such registration statement or upon the omission of a material fact from) amendment or supplement thereto or in any such Registration Statement 6. 7 preliminary, final or summary prospectus, in reliance upon and in conformity with written information furnished to RTI in writing by the Shareholders or any of the other Shareholder Indemnitee or by any of their respective representatives; provided further that RTI will not be liable to any such Shareholder Indemnities with respect to any preliminary prospectus as then amended or supplemented, as the case may be, to the extent that any such loss, claim, damage or liability of such Shareholder Indemnitee results from the fact that such Shareholder Indemnitee sold Registrable Shares to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus (including any documents incorporated by reference therein), whichever is most recent, if RTI has previously furnished copies thereof to such Shareholder Indemnitee and such final prospectus, as then amended and supplemented, has corrected any such misstatement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Abbott specifically for use in preparation such Shareholder Indemnitee and shall survive the transfer of such securities by the Registration Statement, (b) the failure of Abbott to comply with the covenants or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to the pertinent sale or sales by AbbottShareholders.

Indemnification by RTI. RTI agrees to indemnify shall indemnify, defend, and hold harmless ---------------------- AbbottAthersys and, each of Xxxxxx'x directorsas applicable, its Affiliates, and its and their respective employees, officers and U.S. wholly-owned subsidiaries, and each person, if any, who controls Abbott within the meaning of the Securities Act or the Exchange Act, directors (“Athersys Indemnitees”) harmless from and against any and all claims, suits, and demands of Third Parties and any and all associated losses, claims, damages, damages or liabilities costs (including attorneys’ fees) arising out of or actions or proceedings in respect thereof) to which they may become subject (under the Securities Act or otherwise) insofar as such losses, claims, damages, or liabilities (or actions or proceedings in respect thereof) arise out of, or are based upon any untrue statements of a material fact contained in (or upon the omission of a material fact from) a Registration Statement delivered or circulated by Abbott incurred in connection with (i) RTI Indemnitees’ gross negligence or willful misconduct in the performance of RTI’s obligations under the Agreement, (ii) a breach by any RTI Indemnitee of the covenants, warranties and/or representations made by RTI in this Agreement or an act or failure to act by a sublicensee of RTI that if done or not done by RTI would constitute a breach of any of the covenants, warranties and/or representations made by RTI in this Agreement, or (iii) the use of Athersys Technology, RTI Technology, or Collaboration Technology by any of the RTI Indemnitees and/or the development, manufacture, use, storage, handling, distribution or sale of RTI securities a MAPC Technology Product on, by Abbott, or arise out on behalf of any failure by RTI to fulfill any undertaking included in the Registration Statement, and RTI will, as incurred reimburse Abbott and such persons for any legal Indemnitee or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding, or claimsublicensee; provided, however, that RTI shall not be liable in any such case all of the foregoing is only to the extent that such lossclaims, claim, damagesuits, or liability arises out of, or is based upon: demands (a) an untrue statement made in (or upon the omission do not result from a breach of a material fact from) such Registration Statement in reliance upon and in conformity with written information furnished to RTI by or on behalf of Abbott specifically for use in preparation any of the Registration Statement, provisions of the Agreement by any of the Athersys Indemnitees, (b) do not result from the failure gross negligence or willful misconduct of Abbott to comply with any of the covenants Athersys Indemnitees, or agreements contained in Section 2.6 hereof, or (c) any untrue statement or omission in any prospectus that is corrected in any subsequent prospectus that was delivered to Abbott prior to [ * ]. * Confidential treatment has been requested for the pertinent sale or sales by Abbott.redacted portions of this exhibit, and such confidential portions have been omitted and filed separately with the Securities and Exchange Commission. EXECUTION COPY