Abbott Indemnification. Abbott shall defend, indemnify and hold harmless Seattle Genetics, its Affiliates, licensees and sublicensees and their respective employees, directors and agents against any Liability arising from (i) Xxxxxx’x negligence or willful misconduct in the development, testing, use, storage, handling, packaging, labeling, manufacture, storage or delivery of Bulk Drug Substance, formulations containing Bulk Drug Substance or its raw materials; (ii) a demand, claim or action brought by a Third Party based on any manufacturing procedures, methods or techniques (or component thereof) that are incorporated into the manufacturing process of the Bulk Drug Substance by Abbott which Seattle Genetics did not provide written consent and are other than Seattle Genetics Patent Rights, Seattle Genetics Know-How and Seattle Genetics Inventions, or (iii) Xxxxxx’x, its Affiliate’s, or its contractor’s material breach of this Agreement, except to the extent the Third Party demand or lawsuit arises predominantly out of or relates to the events described in Section 14.1.
Abbott Indemnification. Abbott shall indemnify, defend and hold SuperGen and its Affiliates and their officers, directors, employees, and representatives harmless from and against any and all third party claims, causes of action, suits, proceedings, losses, damages, demands, fees, expenses, fines, penalties and costs (including reasonable attorney's fees) arising out of, related to or in connection with: (a) the breach of Xxxxxx'x warranties, representations or covenants set forth in this Agreement; (b) any acts or omissions of Abbott or its employees and agents in the distribution of Product or otherwise relating to the performance of this Agreement, (c) any claim alleging noncompliance by Abbott with the Food, Drug and Cosmetic Act and the regulations promulgated thereunder; and/or (d) any wrongful or negligent acts or omissions on the part of Xxxxxx'x employees, agents or representatives, except to the extent caused by any wrongful or negligent acts or omissions on the part of SuperGen's employees, agents or representatives.
Abbott Indemnification. Abbott shall indemnify and hold harmless ---------------------- Anesta, its affiliates, officers, directors and employees from and against all claims, causes of action, settlement costs, including reasonable attorneys' fees, losses or liabilities of any kind related to this Agreement and asserted by third persons that arise out of or are attributable to: (a) any intentional, wrongful or negligent act or omission on the part of Xxxxxx'x employees, agents or representatives; or (b) the lack of safety or efficacy of the Product supplied by Abbott resulting from Xxxxxx'x failure to manufacture Product in accordance with the terms hereunder.
Abbott Indemnification. 70 14.3 Cooperation.....................................................71 14.4 Insurance.......................................................71
Abbott Indemnification. Abbott shall defend, indemnify and hold InterMune, its Affiliates, licensees and sublicensees and their respective employees, directors and agents harmless against any Liability [*] Xxxxxx'x negligence or willful act or omission in the research, development, testing, use, storage, handling, packaging, labeling, manufacture, storage or delivery of Bulk Drug Substance or its raw materials; or (ii) any action brought by a third party alleging infringement of any patent or other proprietary rights of such third party [*] Xxxxxx'x or any Abbott Affiliate licensee's and or sublicensee's material breach of this Agreement, except to the extent InterMune is liable under Section 14.1.
Abbott Indemnification. Subject to the provisions of Subparagraph 8.8.6, Abbott shall indemnify and hold Cubist, its affiliates, officers, directors and employees harmless from and against all claims, causes of action, settlement costs, losses or liabilities of any kind (including reasonable attorney's fees) related to this Agreement and asserted by third persons which arise out of or are attributable to (a) any intentional wrongful act or any negligent act or omission on the part of Xxxxxx'x employees, agents or representatives, (b) Xxxxxx'x breach of any representation or warranty set forth in Subparagraph 8.8.3, or (c) a third party's proprietary rights relating to Xxxxxx'x manufacturing processes used in the manufacture of Product pursuant to this Agreement. The foregoing indemnification action shall not apply in the event and to the extent that a court of competent jurisdiction determines that such losses arose as a result of Cubist's (or any Cubist indemnitee's) negligence, intentional misconduct or breach of this Agreement.
Abbott Indemnification. Abbott shall defend, indemnify and hold harmless Abaxis, its Affiliates, and the officers, directors, employees and agents of Abaxis and its Affiliates, from and against any and all liabilities, damages, claims, demands, costs, or expenses (including reasonable attorneys’ fees) claimed by any Third Party for any property or other economic loss or damage or injury or death suffered by it to the extent the same is determined to have arisen out of or been attributable to: [ * ]. Xxxxxx’x obligations hereunder will apply only when the applicable Product is unmodified by Abaxis, lawfully used in the Field, lawfully dispensed or lawfully distributed all in accordance with the terms and conditions of this Agreement, and used in accordance with the applicable operator’s manual, product insert or as otherwise instructed in writing by Abbott. Any other use of the applicable Product will not be subject to this indemnity. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Abbott Indemnification. Abbott shall defend, indemnify and hold harmless ZymoGenetics, its Affiliates, licensees and sublicensees and their respective employees, directors and agents against any Liability arising from (i) Xxxxxx’x negligence or willful misconduct in the development, testing, use, storage, handling, packaging, labeling, manufacture, storage or delivery of Bulk Drug Substance, formulations containing Bulk Drug Substance or its raw materials; (ii) an action brought by a Third Party (except for Affiliates of ZymoGenetics) based on any manufacturing procedures, methods or techniques (or component thereof) that are incorporated into the manufacturing process of the Bulk Drug Substance by Abbott without first obtaining the express written consent of ZymoGenetics and which are other than ZymoGenetics Patent Rights and ZymoGenetics Know-How, or (iii) Xxxxxx’x material breach of this Agreement, except to the extent the Third Party (except for Affiliates of ZymoGenetics) demand or lawsuit arises out of or relates to the events described in is liable under Section 14.1.
Abbott Indemnification. Abbott shall defend, indemnify and hold harmless PSS, its Affiliates, and the officers, directors, employees and agents of PSS and its Affiliates, from and against any and all liabilities, damages, claims, demands, costs, or expenses (including reasonable attorneys’ fees) claimed by any third party for any property or other economic loss or damage or injury or death suffered by it to the extent the same is determined to have arisen out of or been attributable to: (i) any defect in the design or manufacture of the Products; (ii) any violation of any proprietary right of such third party relating to the use of a Product in accordance with the procedures and for the uses set forth in the operator’s manual, product insert or other instructions setting forth the intended use for the applicable Product; or (iii) Xxxxxx’x negligence, willful misconduct or breach of this Agreement. Xxxxxx’x obligations hereunder will apply only when the applicable Product is lawfully used, lawfully dispensed or lawfully distributed and used in accordance with the applicable operator’s manual, product insert or as otherwise instructed in writing by Abbott. Any other use of the applicable Product will not be subject to this indemnity.
Abbott Indemnification. Each Abbott Shareholder jointly and severally agrees to indemnify and hold harmless, to the extent permitted by applicable Law, New Mylan, its Affiliates, its and their respective directors, officers, partners, members and agents and each Person, if any, who controls New Mylan (within the meaning of the Securities Act or the Exchange Act) from and against any and all losses, claims, damages, liabilities and expenses (including reasonable, documented out-of-pocket expenses of investigation and reasonable, documented out-of-pocket attorneys’ fees and expenses) caused by, arising out of or relating to any untrue or alleged untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto covering the resale of any Registrable Securities by or on behalf of the Abbott Shareholders or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Abbott expressly stated to be used in connection with such Registration Statement.
