Common use of Indemnification by Abbott Clause in Contracts

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 and hold Myogen, itx Xxxxlixxxx xnd their directorsits Affiliates and txxxx xirxxxxxx, 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 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 breach of this AgreementAgreemexx, except xxcept to the extent such Third Party sucx xxxxx 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 or lawsuit and permits Abbott perxxxx Xbbott to undertake sole control of the defense anx xxxxlement thereof at and settlement therexx xx Abbott's expense. In any such claim or lawsuit: