By Aastrom. Aastrom shall indemnify, defend and hold harmless ---------- SeaMED and its officers, directors, employees and agents for any loss, claim, cost or damage arising out of any claim or action for bodily injury based on the use of any Instrument preproduction units and precommercial units to the extent such loss, claim, cost or damage does not result from SeaMED's acts described in Section 8.1 above, but rather results, directly or indirectly, (i) from the negligent, willful or intentional acts of Aastrom or its agents (other than SeaMED), (ii) from a breach by Aastrom of its warranties with respect to the Instrument preproduction unit, or (iii) from any product liability claim related to or arising out of the Instrument preproduction units and precommercial units, other than those claims described in Section 8.1 above.
By Aastrom. In connection with the services that Xxxxxxx ---------- has agreed to render hereunder, Aastrom hereby agrees to indemnify and hold harmless Xxxxxxx and its controlling persons, directors, officers, employees, agents and affiliates (each an "indemnified person"), to the full extent lawful, from and against all losses, claims, damages, liabilities and expenses incurred by them (including fees and disbursements of counsel, but excluding any lost profits or consequential damages of any kind) suffered or alleged to have been suffered by Xxxxxxx or any other indemnified person that (a) are related to or arise out of (i) actions taken or omitted to be taken (including any untrue statements made or any statements omitted to be made) by Aastrom or (ii) actions taken or omitted to be taken by an indemnified person with the consent, or upon the instructions, of Aastrom or (b) are otherwise related to or arise out of Xxxxxxx'x activities hereunder, and Aastrom will reimburse Xxxxxxx and any other indemnified person for all expenses (including fees and disbursements of counsel) as they are incurred by Xxxxxxx or such other indemnified person in connection with investigating, preparing or defending any such action or claim, whether or not in connection with pending or threatened litigation in which Xxxxxxx or such other indemnified person is a party. Aastrom will not be responsible, however, for any losses, claims, damages, liabilities or expenses pursuant to clause (b) of the preceding sentence that are finally judicially determined to have resulted primarily from the negligence or willful misconduct of Xxxxxxx or of the person seeking indemnification hereunder. Neither Xxxxxxx, nor any of its controlling persons, directors, officers, employees, agents and affiliates, shall have any liability to Aastrom in connection herewith except for such liability for losses, claims, damages, liabilities or expenses incurred by Aastrom as is finally judicially determined to have resulted primarily from Xxxxxxx'x negligence or willful misconduct; provided that in no event will Xxxxxxx have any liability to Aastrom hereunder in excess of the aggregate amount of consideration received by Xxxxxxx from Aastrom hereunder. Aastrom further agrees that it will not, without the prior written consent of Xxxxxxx, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunde...
