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MedChem [P.R.] in the Product Specifications or the
Conversion Process from the manner in which such
procedures were carried out by Alcon [P.R.] as of the
date of this Agreement, if such change is the proximate
cause of such claim, damages, costs or expenses, (ii)
the promotion, distribution, sale and/or internal use
by MedChem [P.R.] of Avitene processed by Alcon [P.R.]
hereunder unless at the time of Delivery such Avitene
did not meet the warranty set forth in Section 11.1
hereof and (iii) any breach by MedChem [P.R.] of its
warranties and obligations under this Agreement. Upon
the filing of any such claim or suit, Alcon [P.R.]
shall immediately notify MedChem [P.R.] thereof and
shall permit MedChem [P.R.], at its cost, to handle and
control such claim or suit provided, however, that
Alcon [P.R.] may, at its own expense, retain such
additional attorneys as it may deem necessary, which
attorneys will be permitted to reasonably observe
and/or participate in all aspects of (but not control)
the defense of such claims or suits. MedChem [P.R.]
shall have the right, after consultation with Alcon
[P.R.], to resolve and settle any such claims or suits.
This Indemnity shall not abrogate or in any way modify
the obligations of Alcon [P.R.] pursuant to the
representations and warranties contained in the Asset
Purchase Agreement.
11.3 Alcon [P.R.] Indemnity. Alcon [P.R.]
will indemnify and hold MedChem [P.R.] harmless from
and against any and all liability, damage, loss, cost,
or expense resulting from any third party claims made
or suits brought against MedChem [P.R.] which arise
from Alcon[ P.R.]’s breach of any provision of this
Agreement, including, but not limited to, claims of
product defect relating to Avitene which is not in
conformity with the warranty set forth in Section 11.1
hereof. Upon the filing of any such claim or suit,
MedChem [P.R.] shall immediately notify Alcon [P.R.]
thereof and shall permit Alcon [P.R.], at its cost, to
handle and control such claim or suit; provided,
however, that MedChem [P.R.] may, at its own expense,
retain such additional attorneys as it may deem
necessary, which attorneys will be permitted to
reasonably observe and/or participate in all aspects of
(but not control) the defense of such claims or suits.
Alcon [P.R.] shall have the right, after consultation
with MedChem [P.R.], to resolve and settle any such
claims or suits.
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