Indemnification for Royalty Bearing Products Sample Clauses

Indemnification for Royalty Bearing Products. 72 SECTION 15.02. Indemnification For Collaboration Products................ 73 SECTION 15.03. Indemnification For Independent Products.................. 73

Indemnification for Royalty Bearing Products. With -------------------------------------------- respect to Royalty Bearing Products (determined on a country-by-country basis): (a) ORTHO hereby agrees to save, defend and hold CTI and its agents and employees harmless from and against any and all suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys' fees (collectively, "Losses"), resulting directly from ------ the manufacture, use, handling, storage, sale or other disposition of Royalty Bearing Products by ORTHO, its agents or sublicensees, except to the extent such Losses result from the negligence or willful misconduct of CTI, in which case CTI hereby agrees to save, defend and hold ORTHO and its agents and employees harmless from any and all such Losses. (b) In the event that a Party is seeking indemnification under Section 15.01(a), it shall inform the other Party of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit the indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the indemnifying Party) in the defense of the claim.

Indemnification for Royalty Bearing Products. With respect -------------------------------------------- to Royalty Bearing Products (determined on a country-by-country basis): (a) ORTHO hereby agrees to save, defend and hold ERGO and its agents and employees harmless from and against any and all suits, claims, actions, demands, liabilities, expenses and/or losses, including reasonable legal expenses and attorneys' fees (collectively, "Losses"), resulting directly from the --------- manufacture, use, handling, storage, sale or other disposition of Royalty Bearing Products by ORTHO, its agents or sublicensees, except to the extent such Losses result from the negligence or willful misconduct of ERGO. (b) In the event that ERGO is seeking indemnification under Section 15.01(a), it shall inform ORTHO of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit ORTHO to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as reasonably requested (at the expense of ORTHO) in the defense of the claim. ERGO shall have the right to attend all material proceedings and shall have the right to all information reasonably relating to proceedings that would not result in a waiver of a privileged communication as reasonably determined by ORTHO.