Joint Defense of Third-Party Claims. Because the Parties have a similar interest in the outcome of the Project, the Parties will endeavor to resolve any third- party claims (including subcontractor, supplier, and subconsultant claims) under a joint defense agreement establishing the procedures and rights of the Parties. To the greatest extent possible, the Parties will jointly address, investigate, manage, defend, settle, or otherwise resolve all third- party claims arising from or related to the Project or this Agreement, subject to applicable legal and ethical considerations, including the need for independent legal counsel. Subject to PMT approval, a Party defending a claim on behalf of the Project may submit its reasonable expenses of defense as a Chargeable Cost.
Joint Defense of Third-Party Claims. Notwithstanding Section 9.1, and except as otherwise provided in Section 9.3, any loss, claim, damage, expense or liability arising out of activities conducted pursuant to this Agreement and brought against both Medtronic and Orphan under a claim of shared liability shall be defended by such parties with each party handling its own defense and any such loss, claim, damage, expense or liability incurred by it (including attorney's fees, settlements and cost of litigation) until such time as the extent and degree of each party's liability vis-a-vis the other party's liability has been established amongst the parties. The parties agree to indemnify each other to the extent that a party incurs such liability or costs in excess of its established share.
