Common use of CTI Clause in Contracts

CTI. CTI agrees to defend ▇▇▇▇▇▇ and its Affiliates at its cost and expense, and will indemnify and hold ▇▇▇▇▇▇ and its Affiliates and their respective directors, officers, employees and agents (the "▇▇▇▇▇▇ Indemnified Parties") harmless from and against any losses, costs, damages, fees or expenses arising out of any Third Party claim relating to (i) any breach by CTI of any of its representations, warranties or obligations pursuant to this Agreement or (ii) personal injury from the development, manufacture, use, sale or other disposition of Product by CTI, its Affiliates and/or sublicensees. In the event of any such claim against the ▇▇▇▇▇▇ Indemnified Parties by any Third Party, Abbot shall promptly notify CTI in writing of the claim and CTI shall manage and control, at its sole expense, the defense of the claim and its settlement. The ▇▇▇▇▇▇ Indemnified Parties shall cooperate with CTI and may, at their option and expense, be represented in any such action or proceeding. CTI shall not be liable for any litigation costs Execution Copy or expenses incurred by the ▇▇▇▇▇▇ Indemnified Parties without CTI's prior written authorization. In addition, CTI shall not be responsible for the indemnification of any ▇▇▇▇▇▇ Indemnified Party arising from any negligent or intentional acts by such Party, or as the result of any settlement or compromise by the ▇▇▇▇▇▇ Indemnified Parties without CTI's prior written consent.