Common use of CGI Clause in Contracts

CGI. CGI agrees to indemnify and hold ABX and its directors, officers, employees and agents harmless from and against any claims, damages, liabilities or actions (including reasonable attorneys' fees and court and other expenses of litigation) (collectively, the "Liabilities") suffered or incurred in connection with third party (i) claims relating to or arising from the making, having made, use, offer for sale, or sale of any Covered Product manufactured, used, sold or otherwise distributed by CGI and its Affiliates or Sublicensees, (ii) claims arising from the negligence or willful misconduct of CGI or the breach of CGI's warranties under this Agreement or any derivatives thereof, or (iii) claims of infringement to the extent such infringement is caused solely by ABX's use of an Antigen provided by CGI or at the request of CGI, or ABX's production of antibodies to such an Antigen, in performing the immunization services and other obligations under this Agreement; provided, however, that CGI shall not be obligated to indemnify or hold harmless ABX or its directors, officers, employees or agents for such Liabilities to the extent that such Liabilities arise from the negligence or willful misconduct of ABX.