WINTER, Circuit Judge:
Commercial Union Insurance Company ("CU") brought this declaratory judgment action in the Southern District of New York seeking a determination that it had no duty either to defend or to indemnify its insured, International Flavors and Fragrances, Inc. ("IFF"), in a product liability action brought against IFF by Plough, Inc. ("Plough"). IFF counterclaimed for the amounts it had expended in defending and settling the Plough action and for its...
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