CTI. CTI agrees to defend Abbott and its Affiliates at its cost and expense, and will indemnify and hold Abbott and its Affiliates and their respective directors, officers, employees and agents (the "Abbott 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 (other than Abbott Products) by CTI, its Affiliates, sublicensees, distributors ▇▇ ▇▇▇laborators. In the event of any such claim against the Abbott Indemnified Parties by any Third Party, Abbott 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 Abbott 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 or expenses incurred by the Abbott Indemnified Parties without CTI's prior written authorization. In addition, CTI shall not be responsible for the indemnification of any Abbott Indemnified Party arising from any negligent or intentional acts by such Abbott Indemnified Party, or as the result of any settlement or compromise by the Abbott Indemnified Parties without CTI's prior written consent.
Appears in 1 contract
CTI. CTI agrees to defend Abbott and its Affiliates at its cost and expense, and will indemnify and hold Abbott and its Affiliates and their respective directors, officers, employees and agents (the "Abbott 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 (other than Abbott Products) by CTI, its Affiliates, sublicensees, distributors ▇▇ ▇▇▇laboratorsor collaborators. In the event of any such claim against the Abbott Indemnified Parties by any Third Party, Abbott 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 Abbott 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 or expenses incurred by the Abbott Indemnified Parties without CTI's prior written authorization. In addition, CTI shall not be responsible for the indemnification of any Abbott Indemnified Party arising from any negligent or intentional acts by such Abbott Indemnified Party, or as the result of any settlement or compromise by the Abbott Indemnified Parties without CTI's prior written consent.
Appears in 1 contract