Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Ancillary Agreement, Abbott and each of the Abbott Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the AbbVie Indemnitees from and against all Abbott Indemnity Obligations; provided, however, that the indemnity in this Section 4.03 for Abbott Liabilities shall not extend to a past, present or future director, officer, employee or agent of Abbott or an Abbott Subsidiary to the extent (a) such Person would not be eligible for indemnification under the terms of (i) AbbVie’s certificate of incorporation or bylaws in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter or (ii) the directors’ and officers’ insurance policy of AbbVie would not cover such Person in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter.
Indemnification by Abbott. Abbott shall indemnify and hold Myogen, itx Xxxxlixxxx xnd their directors, officers, employees and agents harmless from and against any and all Liabilities, incurred by or instituted or rendered against Myogen to the extent such Liabilities result from a Third Party claim arising from the willful misconduct or the negligent acts or omissions of Abbott or its Affiliates or Abbott's material breaxx xx this Agreement, except to the extent such Third Party claims arise out of the negligence or willful misconduct of Myogen, its Affiliates and their directors, officers, employees and agents, or the material breach of this Agreement by Myogen, its Affiliates and their directors, officers, employees and agents, and provided that Myogen gives Abbott prompt notice in writing of any such claim xx xxxsuit and permits Abbott to undertake sole control of the defense anx xxxxlement thereof at Abbott's expense. In any such claim or lawsuit:
Indemnification by Abbott. Abbott shall indemnify, defend and hold harmless Hospira, its affiliates, officers, directors and employees from and against all claims, causes of action, suits, costs and expenses (including reasonable attorney’s fees), losses or liabilities pursuant to this Agreement and asserted by Third Parties to the extent such arise out of, result from or relate to: (i) Xxxxxx’x breach of any representation or warranty set forth in Section 3.1(a); (ii) any violation or infringement of any proprietary right of any Third Party to the extent relating to, arising out of or resulting from Xxxxxx’x manufacturing processes used in the manufacture of Products pursuant to this Agreement (exclusive of the Product Specifications or any Hospira proprietary rights); and (iii) any negligent, wrongful act, or willful misconduct or omission on the part of Abbott, its officers, directors, employees, agents or representatives relating to Xxxxxx’x performance hereunder.
Indemnification by Abbott. From and after the Closing, Boston Scientific and its Affiliates, officers, directors, agents, successors and assigns shall be indemnified and held harmless by Abbott for and against any and all Losses to the extent arising out of or related to the Business (other than the Excluded Liabilities) and the Assumed Liabilities.
Indemnification by Abbott. After the Closing Date, Abbott shall, as to those representations, warranties, covenants and agreements which are herein made or agreed to by Abbott, indemnify and hold harmless the Company's officers and directors and in respect of:
Indemnification by Abbott. From and after the Closing, Guidant and its Affiliates, officers, directors, agents, successors and assigns shall be indemnified and held harmless by Abbott for and against any and all Losses to the extent arising out of or related to the Business (other than the Excluded Liabilities) and the Assumed Liabilities, except for Taxes described in Section 10.02(iii).
Indemnification by Abbott. Abbott shall indemnify, defend and ------------------------- hold harmless Anesta and its officers, directors, employees, agents and representatives ("Anesta Indemnitees") from and against any and all liabilities, ------------------ claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attorneys' fees) based upon or arising out of Xxxxxx'x negligence, willful or deliberate misconduct, recklessness, or breach of any covenant, agreement, representation or warranty made by Abbott in this Agreement.
Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Special Products Ancillary Agreement, Abbott and each of the Abbott Subsidiaries shall, to the fullest extent permitted by Law, indemnify, defend and hold harmless each of the AbbVie Indemnitees from and against all Abbott Indemnity Obligations, except to the extent any such Liability is the result of a breach by AbbVie or an AbbVie Subsidiary of this Agreement or any Special Products Ancillary Agreement or the negligence or willful misconduct or omission by AbbVie or an AbbVie Subsidiary under this Agreement or any Special Products Ancillary Agreement; provided, however, that the indemnity in this Section 9.02 for Abbott Special Products Liabilities shall not extend to a former director, officer, employee or agent of Abbott or an Abbott Subsidiary to the extent such Person would not be eligible for indemnification under the terms of (i) AbbVie’s certificate of incorporation or bylaws in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter; or (ii) the directors’ and officers’ insurance policy of AbbVie would not cover such Person in connection with the matter for which indemnification is sought due to action or inaction by such Person in connection with such matter.
Indemnification by Abbott. Except as otherwise specifically set forth in any provision of this Agreement or of any Principal Ancillary Agreement, Abbott shall, to the fullest extent permitted by law, indemnify, defend and hold harmless each of the Hospira Indemnitees from and against all Abbott Indemnity Obligations; provided, however, that the indemnity in this Section 4.03 for Abbott Liabilities shall not extend to a former Abbott director, officer, employee or agent to the extent such Person was grossly negligent or engaged in willful misconduct in connection with the Abbott Liabilities for which indemnification is sought.
Indemnification by Abbott. Abbott will indemnify, defend and hold harmless Neurocrine, its licensees, sublicensees and Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Neurocrine Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) which the Neurocrine Indemnified Party may be required to pay to one or more Third Parties resulting from or arising out of: (i) any claims of any nature arising out of (y) the conduct of the Product Development or Commercialization by, on behalf of or under authority of, Abbott (other than by a Neurocrine Indemnified Party) or (z) research, Development and/or Commercialization of Products by, on behalf of or under authority of, Abbott (other than by Neurocrine Indemnified Party) and/or (ii) any Abbott representation or warranty set forth herein being untrue in any material respect when made; except in each case, to the extent caused by the negligence or willful misconduct of Neurocrine or any Neurocrine Indemnified Party. Notwithstanding the foregoing, Abbott shall have no obligation to defend, indemnify or hold harmless any Neurocrine Indemnified Party from and against any Liability arising out of or resulting from the infringement of a Third Party Patent Right provided such indemnify does fall within the foregoing indemnification requirements.
