Common use of Indemnification by Gilead Clause in Contracts

Indemnification by Gilead. Gilead shall indemnify and hold harmless JT and its Affiliates, and their respective agents, directors, officers and employees of JT and its Affiliates (collectively, the “JT Indemnified Parties”), from and against any and all Losses incurred or suffered, directly or indirectly, by any such Person arising from, by reason of or in connection with: 10.3.1 any breach or inaccuracy of any representation or warranty of Gilead in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to Gilead or GSJ pursuant to Section 9.2.7.2; or 10.3.5 any claim by a Third Party that any part of the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT or its Affiliates; or 10.3.6 the marketing activities and responsibilities pursuant to the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be the NDA holder from the Marketer Change Date to the MAH Transfer Date, except in each case to the extent such Losses arise from a Liability allocated to JT or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 shall not apply to the extent that any such Losses (a) arise from the negligence or intentional misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement or any Ancillary Agreement; or (c) are Losses for which JT is obligated to indemnify the Gilead Indemnified Parties pursuant to Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement.

Indemnification by Gilead. Gilead shall defend, indemnify and hold harmless JT and its Affiliates, and their respective agents, directors, officers and employees of JT and its Affiliates (collectively, the “JT Indemnified Parties”), MacroGenics Indemnitees from and against any and all Losses incurred losses, damages, fees, expenses, settlement amounts or sufferedcosts (including reasonable attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim arising out of (a) any death, personal bodily injury or damage to real or tangible personal property alleged or proven to result, directly or indirectly, by any such Person arising fromfrom the possession, by reason of use or consumption of, or treatment with, a Program DART or Licensed Product Researched, Developed, Manufactured or Commercialized in connection with: 10.3.1 any breach or inaccuracy of any representation or warranty of the Gilead in this Agreement Territory for the applicable Licensed Program (it being acknowledged and agreed by the Parties thator, for purposes of the right to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead as permitted under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to , the MacroGenics Territory for the applicable Licensed Program), in each case by or on behalf of Gilead or GSJ pursuant to Section 9.2.7.2its Affiliates or Sublicensees, including any product liability claims; or 10.3.5 (b) the Commercialization by or on behalf of Gilead or its Affiliates or Sublicensees of any claim by Program DART or Licensed Product in the Gilead Territory; (c) any actual or alleged infringement or unauthorized use or misappropriation of any Patent or other intellectual property right of a Third Party that with respect to the activities of Gilead or its Affiliates or Sublicensees hereunder; (d) any part breach by Gilead of the Transactions constitutes a breachits representations, default warranties or event covenants made under this Agreement; or (e) any illegal or negligent act or omission or willful misconduct of default Gilead or its Affiliates or Sublicensees or any of their employees, contractors or agents, in performing Gilead’s obligations or exercising Gilead’s rights under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention of any right of or obligation to such Third Partythis Agreement; provided, however however, that such claim is not due to the action or inaction of JT or its Affiliates; or 10.3.6 the marketing activities and responsibilities pursuant to the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be the NDA holder from the Marketer Change Date to the MAH Transfer Date, except in each case to the extent such Losses arise from a Liability allocated to JT or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 foregoing indemnity shall not apply to the extent that any such Losses (ai) arise from are attributable to an illegal act by or the gross negligence or intentional willful misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement or any Ancillary Agreement; MacroGenics Indemnitees, or (cii) are Losses for which JT is obligated otherwise subject to an obligation by MacroGenics to indemnify the Gilead Indemnified Parties pursuant Indemnitees under Section 12.2, as to which Losses the provisions of Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement12.4 shall apply.

Indemnification by Gilead. Gilead shall indemnify and hold harmless hereby agrees to Indemnify JT and its Affiliates, and their respective agents, directors, officers and employees of JT and its Affiliates (collectively, the “JT Indemnified PartiesIndemnitees”), ) from and against any and all Losses incurred or suffered, resulting from Third Party Claims arising directly or indirectly, by any such Person arising from, by reason indirectly out of or in connection with: 10.3.1 any (i) a breach or inaccuracy of any representation or warranty obligations of Gilead in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to Gilead , including without limitation Gilead’s representations and warranties or GSJ covenants pursuant to Section 9.2.7.2Article 10; or 10.3.5 any claim by a Third Party that any part of or (ii) the Transactions constitutes a breachDevelopment, default or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT or its Affiliates; or 10.3.6 the marketing activities and responsibilities pursuant to the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be the NDA holder from the Marketer Change Date to the MAH Transfer Date, except in each case manufacture (to the extent such Losses arise from a Liability allocated of any formulation work performed by Gilead pursuant to JT Article 7), storage, distribution, promotion, labeling, handling, use, sale, offer for sale or importation of Compound or Products by Gilead, its Affiliates, its Third Party licensees or its Affiliates under Generic Licensees in the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead Expanded Territory (subject to Section 11.3). Gilead’s obligation to indemnify Indemnify the JT Indemnified Parties Indemnitees pursuant to this Section 10.3 the foregoing sentence shall not apply to the extent that any such Losses (aA) arise from the negligence or intentional misconduct of any JT Indemnified PartyIndemnitee; (bB) arise from any breach by JT of this Agreement or any Ancillary Supply Agreement; or (cC) are Losses for which JT is obligated to indemnify Indemnify the Gilead Indemnified Parties Indemnitees pursuant to Section 10.111.1. A Supply Agreement, Section 11.1 if any, may provide additional indemnification obligations of Gilead as the A&R EVG License Agreement supplier of Compound or Products, including without limitation that Gilead shall indemnify JT for any corresponding section Third Party Claims arising out of any other Ancillary Agreementfailure by Gilead to manufacture and supply, or to have manufactured and supplied, Compound or Products in compliance with such agreements.

Indemnification by Gilead. Gilead shall defend, indemnify and hold harmless JT Galapagos, its Affiliates and its Affiliates, and their respective agentsofficers, directors, officers employees and employees of JT and its Affiliates agents (collectively, the “JT Indemnified PartiesGalapagos Indemnitees”), ) harmless from and against any and all Losses incurred by such Galapagos Indemnitees, to the extent resulting from Third Party Claims that arise from or suffered, directly or indirectly, by any such Person arising from, by reason of or in connection withare based on: 10.3.1 any (a) the breach or inaccuracy of any representation of Gilead’s representations, warranties or warranty of Gilead in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead obligations under this Agreement; 10.3.3 (b) the willful misconduct or gross negligence of any Assumed Liabilitiesof the Gilead Indemnitees in connection with this Agreement; 10.3.4 (c) the violation of Applicable Law by any Taxes allocated to of the Gilead Indemnitees in connection with this Agreement; (d) except as otherwise provided in Section 10.6, the Exploitation of any Optioned Molecule or Optioned Product by or on behalf of Gilead or GSJ pursuant to any of its Affiliates, excluding any Shared Development Losses (which shall be allocated as set forth in Section 9.2.7.2; or12.4); 10.3.5 any claim by (e) except as otherwise provided in Section 10.6 or in a Third Party that any part of separate written agreement, the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention conduct of any right Gilead Contributions; (f) except as otherwise provided in a separate written agreement, any Independent Activities conducted by or on behalf of Gilead or obligation to such Third Party; provided, however that such claim is not due to the action or inaction any of JT or its Affiliates; or 10.3.6 the marketing activities and responsibilities (g) any activity for which Galapagos or its Affiliates has no liability pursuant to the license grant under last sentence of Sections 3.7, the last sentence of Section 5.1.2 and as set forth in 4.2(a)(i)(B), or Section 8.5 and JT continuing to be the NDA holder from the Marketer Change Date to the MAH Transfer Date, 8.2(c)(v) except in each case to the extent such resulting from the negligence of any of the Galapagos Indemnitees. except, in the case of clauses (a) through (g), for those Losses arise from a Liability allocated for which Galapagos, in whole or in part, has an obligation to JT indemnify any Gilead Indemnitee pursuant to Section 12.1 or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation , as to which Losses each Party shall indemnify the JT Indemnified Parties pursuant to this Section 10.3 shall not apply other to the extent of their respective responsibility for the Losses. Gilead acknowledges and agrees that the terms of any separate written agreement contemplated to be entered into in accordance with this Agreement shall include indemnity obligations generally consistent with the allocation of liability between the Parties in this Agreement; provided, however, that any such Losses (a) arise from Supply Agreement shall include customary limitations on the negligence or intentional misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement or any Ancillary Agreement; or (c) are Losses for which JT is obligated to indemnify the Gilead Indemnified Parties pursuant to Section 10.1, Section 11.1 liability of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreementsupplying Party.

Indemnification by Gilead. Gilead shall defend, indemnify and hold harmless JT Assembly, its Affiliates and its Affiliates, and their respective agentsofficers, directors, officers employees and employees of JT and its Affiliates agents (collectively, the “JT Indemnified PartiesAssembly Indemnitees”), ) harmless from and against any and all Losses incurred by such Assembly Indemnitees, to the extent resulting from Third Party Claims that arise from or suffered, directly or indirectly, by any such Person arising from, by reason of or in connection withare based on: 10.3.1 any (a) the breach or inaccuracy of any representation or warranty of Gilead in this Agreement (it being acknowledged and agreed by the Parties thatGilead’s representations, for purposes of the right to indemnification pursuant to this Section 10.3warranties, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead obligations under this Agreement; 10.3.3 (b) the willful misconduct or gross negligence of any Assumed Liabilitiesof the Gilead Indemnitees in connection with this Agreement; 10.3.4 (c) the violation of Applicable Law by any Taxes allocated to of the Gilead Indemnitees in connection with this Agreement; (d) except as otherwise provided in Section 14.7, the Exploitation of any Optioned Molecule or Optioned Product by or on behalf of Gilead or GSJ pursuant to Section 9.2.7.2; or 10.3.5 any claim by a Third Party that any part of the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT or its Affiliates; or 10.3.6 the marketing activities , excluding any Shared Development Losses and responsibilities pursuant to the license grant under Section 5.1.2 and Shared Commercialization Losses (which shall be allocated as set forth in Section 8.5 16.4 and JT continuing to be Section 16.5, respectively); or (e) the NDA holder from the Marketer Change Date to the MAH Transfer Date(i) exercise of any rights under any license or right of reference by or on behalf of Gilead or any of its Affiliates, except or any of its or their licensees, sublicensees, distributors or subcontractors; or (ii) use of any Regulatory Materials, Regulatory Approvals, Trademarks or Information by or on behalf of Gilead or any of its Affiliates, in each case ((i) and (ii)), granted, transferred or made available to Gilead or any of its Affiliates by or on behalf of Assembly or any of its Affiliates in accordance with the provisions of ARTICLE XVIII following or in connection with termination of this Agreement; except, in the case of clauses (a) through (d), for those Losses for which Assembly, in whole or in part, has an obligation to indemnify any Gilead Indemnitee pursuant to Section 16.1 or under any Ancillary Agreement, as to which Losses each Party shall indemnify the other to the extent such Losses arise from a Liability allocated of their respective responsibility for the Losses. Gilead acknowledges and agrees that the terms of any separate written agreement contemplated to JT or its Affiliates under be entered into in accordance with this Agreement shall include indemnity obligations generally consistent with the Master Agreement or any Ancillary allocation of liability between the Parties in this Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 shall not apply to the extent that any such Losses (a) arise from the negligence or intentional misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement or any Ancillary Agreement; or (c) are Losses for which JT is obligated to indemnify the Gilead Indemnified Parties pursuant to Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement.

Indemnification by Gilead. Gilead shall indemnify and hold harmless JT and Hookipa, its Affiliates, and their respective agentsofficers, directors, officers and employees of JT and its Affiliates (collectively, the “JT Indemnified PartiesHookipa Indemnitees”), ) harmless from and against any and all Losses incurred by or suffered, directly imposed upon the Hookipa Indemnitees or indirectly, by any such Person arising from, by reason of or them in connection withwith any Claims, in each case, to the extent arising or resulting from: 10.3.1 any breach (a) Gilead’s, or inaccuracy of any representation or warranty of Gilead in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants Affiliates’, sublicensees’, or agreements required to be performed by Gilead contractors’ activities in connection with the: (i) Programs; (ii) Development, Manufacture, or Commercialization of the Licensed Products in the Field in the Territory; or (iii) other activities under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to (b) the negligence or willful misconduct of Gilead or GSJ any of its Affiliates or sublicensees or contractors; or (c) the breach of any of the obligations, covenants, representations, or warranties made by Gilead to Hookipa under this Agreement; provided, however, that Gilead shall not be obliged to so indemnify and hold harmless the Hookipa Indemnitees for any Claims to the extent Hookipa has an obligation to indemnify Gilead Indemnitees pursuant to Section 9.2.7.2; or 10.3.5 any claim by a Third Party that any part of the Transactions constitutes a breach, default 16.1 or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT or its Affiliates; or 10.3.6 the marketing activities and responsibilities pursuant to the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be the NDA holder from the Marketer Change Date to the MAH Transfer Date, except in each case to the extent such Losses arise from a Liability allocated to JT or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 shall not apply to the extent that any such Losses (a) Claims arise from the negligence breach, negligence, or intentional willful misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement Hookipa or any Ancillary Agreement; or (c) are Losses for which JT is obligated to indemnify the Gilead Indemnified Parties pursuant to Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of any other Ancillary AgreementHookipa Indemnitee.

Indemnification by Gilead. Gilead shall indemnify defend, indemnify, and hold harmless JT and Galapagos, its Affiliates, subcontractors, distributors, licensees and Sublicensees, and each of their respective agentsofficers, directors, officers employees, and employees of JT and its Affiliates agents, (collectively, the “JT Indemnified PartiesGalapagos Indemnitees”), ) harmless from and against any and all Losses incurred damages or suffered, directly or indirectly, by any such Person arising from, by reason of or in connection with: 10.3.1 any breach or inaccuracy of any representation or warranty of Gilead in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right other amounts payable to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to Gilead or GSJ pursuant to Section 9.2.7.2; or 10.3.5 any claim by a Third Party that claimant, as well as any part reasonably incurred attorneys’ fees and costs of litigation incurred by such Galapagos Indemnitees (collectively, “Galapagos Damages”), all to the Transactions constitutes a breachextent resulting from any claims, default suits, proceedings or event causes of default under any contract or agreement between action brought by such Third Party and Gilead(collectively, “Galapagos Claims”) against such Galapagos Indemnitee that arise from or is otherwise in contravention are based on: (a) the Exploitation of any right of the Licensed Compound, Licensed Product or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT Gilead Combination Product by Gilead or its Affiliates, subcontractors, Distributors or Sublicensees in the Territory, but excluding the Shared Program Activities; or 10.3.6 (b) a breach of any of Gilead’s representations, warranties, and obligations under the marketing activities and responsibilities pursuant to Agreement or any Co-Commercialization Agreement; (c) the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be willful misconduct or grossly negligent acts of Gilead or its Affiliates, subcontractors, Distributors, or Sublicensees, or the NDA holder from officers, directors, employees, or agents of Gilead or its Affiliates, subcontractors, Distributors, or Sublicensees; or (d) any violation of Applicable Law by Gilead, its Affiliates, subcontractors, Distributors, or Sublicensees, or the Marketer Change Date to the MAH Transfer Dateofficers, except directors, employees, or agents of Gilead or its Affiliates, subcontractors, Distributors, or Sublicensees; excluding, in each case to the extent such Losses arise from a Liability allocated to JT ((a), (b), (c) and (d)), any damages or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 shall not apply other amounts to the extent that any such Losses (a) arise from the negligence or intentional misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement or any Ancillary Agreement; or (c) are Losses for which JT is obligated Galapagos has an obligation to indemnify the any Gilead Indemnified Parties Indemnitee pursuant to Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement11.1(a).

Indemnification by Gilead. Gilead shall indemnify defend, indemnify, and hold harmless JT and Galapagos, its Affiliates, subcontractors, distributors, licensees and Sublicensees, and each of their respective agentsofficers, directors, officers employees, and employees of JT and its Affiliates agents, (collectively, the “JT Indemnified PartiesGalapagos Indemnitees”), ) harmless from and against any and all Losses incurred damages or suffered, directly or indirectly, by any such Person arising from, by reason of or in connection with: 10.3.1 any breach or inaccuracy of any representation or warranty of Gilead in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right other amounts payable to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to Gilead or GSJ pursuant to Section 9.2.7.2; or 10.3.5 any claim by a Third Party that claimant, as well as any part reasonably incurred attorneys’ fees and costs of litigation incurred by such Galapagos Indemnitees (collectively, “Galapagos Damages”), all to the Transactions constitutes a breachextent resulting from any claims, default suits, proceedings or event causes of default under any contract or agreement between action brought by such Third Party and Gilead(collectively, “Galapagos Claims”) against such Galapagos Indemnitee that arise from or is otherwise in contravention are based on: (a) the Exploitation of any right of the Licensed Compound, Licensed Product or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT Gilead Combination Product by Gilead or its Affiliates, subcontractors, Distributors or Sublicensees in the Territory, but excluding the Shared Program Activities; or 10.3.6 (b) a breach of any of Gilead’s representations, warranties, and obligations under the marketing activities and responsibilities pursuant to Agreement; (c) the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be willful misconduct or grossly negligent acts of Gilead or its Affiliates, subcontractors, Distributors, or Sublicensees, or the NDA holder from officers, directors, employees, or agents of Gilead or its Affiliates, subcontractors, Distributors, or Sublicensees; or (d) any violation of Applicable Law by Gilead, its Affiliates, subcontractors, Distributors, or Sublicensees, or the Marketer Change Date to the MAH Transfer Dateofficers, except directors, employees, or agents of Gilead or its Affiliates, subcontractors, Distributors, or Sublicensees; excluding, in each case to the extent such Losses arise from a Liability allocated to JT ((a), (b), (c) and (d)), any damages or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 shall not apply other amounts to the extent that any such Losses (a) arise from the negligence or intentional misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement or any Ancillary Agreement; or (c) are Losses for which JT is obligated Galapagos has an obligation to indemnify the any Gilead Indemnified Parties Indemnitee pursuant to Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement11.1(a).

Indemnification by Gilead. Gilead shall indemnify and hereby agrees to defend, hold harmless JT and indemnify (collectively "Indemnify") GSK and its Affiliates, and their respective agents, directors, officers and employees of JT and its Affiliates (collectively, the “JT Indemnified Parties”), "GSK Indemnitees") from and against any and all Losses incurred or sufferedliabilities, expenses and/or losses, including without limitation reasonable legal expenses and attorneys' fees (collectively "Losses") resulting from Third Party suits, claims, actions and demands (each, a "Third Party Claim") arising directly or indirectly, by any such Person arising from, by reason indirectly out of or in connection with: 10.3.1 any (i) a breach or inaccuracy of any representation of Gilead's representations and warranties or warranty of Gilead in covenants pursuant to Article 11 (including without limitation any conflict between Gilead's obligations and activities under this Agreement and the IOCB/Rega. License); or (it being acknowledged ii) the development, use, sale, offer for sale or importation of Licensed Products by Gilead or its Affiliates and agreed by licensees in the Parties that, for purposes of Gilead Territory. Gilead's obligation to Indemnify the right to indemnification GSK Indemnitees pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to Gilead or GSJ pursuant to Section 9.2.7.2; or 10.3.5 any claim by a Third Party that any part of the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT or its Affiliates; or 10.3.6 the marketing activities and responsibilities pursuant to the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be the NDA holder from the Marketer Change Date to the MAH Transfer Date, except in each case to the extent such Losses arise from a Liability allocated to JT or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 12.1 shall not apply to the extent that any such Losses (aA) arise from the negligence or intentional misconduct of any JT Indemnified Party; GSK Indemnitee (; (bB) arise from any breach by JT GSK of this Agreement or any Ancillary Agreement; or (cC) are Losses for which JT GSK is obligated to indemnify Indemnify the Gilead Indemnified Parties Indemnitees pursuant to Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of 12.2. Notwithstanding any other Ancillary Agreementterm of this Section 12.1, Gilead hereby confirms that it shall remain liable to Indemnify GSK in accordance this Section 12.1 in relation to any [ * ].

Indemnification by Gilead. Gilead shall indemnify and hold harmless hereby agrees to Indemnify JT and its Affiliates, and their respective agents, directors, officers and employees of JT and its Affiliates (collectively, the “JT Indemnified PartiesIndemnitees”), ) from and against any and all Losses incurred or suffered, resulting from Third Party Claims arising directly or indirectly, by any such Person arising from, by reason indirectly out of or in connection with: 10.3.1 any (i) a breach or inaccuracy of any representation or warranty obligations of Gilead in this Agreement (it being acknowledged and agreed by the Parties that, for purposes of the right to indemnification pursuant to this Section 10.3, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead under this Agreement; 10.3.3 any Assumed Liabilities; 10.3.4 any Taxes allocated to Gilead , including without limitation Gilead’s representations and warranties or GSJ covenants pursuant to Section 9.2.7.2Article 10; or 10.3.5 any claim by a Third Party that any part of or (ii) the Transactions constitutes a breachDevelopment, default or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention of any right of or obligation to such Third Party; provided, however that such claim is not due to the action or inaction of JT or its Affiliates; or 10.3.6 the marketing activities and responsibilities pursuant to the license grant under Section 5.1.2 and as set forth in Section 8.5 and JT continuing to be the NDA holder from the Marketer Change Date to the MAH Transfer Date, except in each case manufacture (to the extent such Losses arise from a Liability allocated of any formulation work performed by Gilead pursuant to JT Article 7), storage, distribution, promotion, labeling, handling, use, sale, offer for sale or importation of Compound and/or Products by Gilead or its Affiliates under in the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead Territory (subject to Section 11.3). Gilead’s obligation to indemnify Indemnify the JT Indemnified Parties Indemnitees pursuant to this Section 10.3 the foregoing sentence shall not apply to the extent that any such Losses (aA) arise from the negligence or intentional misconduct of any JT Indemnified PartyIndemnitee; (bB) arise from any breach by JT of this Agreement or any Ancillary Supply Agreement; or (cC) are Losses for which JT is obligated to indemnify Indemnify the Gilead Indemnified Parties Indemnitees pursuant to Section 10.111.1. The Supply Agreement, Section 11.1 if any, may provide additional indemnification obligations of Gilead as the A&R EVG License Agreement or supplier of Compound and/or Products, including without limitation that Gilead shall indemnify JT for any corresponding section Third Party Claims arising out of any other Ancillary Agreementfailure by Gilead to manufacture and supply, or to have manufactured and supplied, Compound and/or Products in compliance with such agreements.

Indemnification by Gilead. Gilead shall defend, indemnify and hold harmless JT Arcus, its Affiliates and its Affiliates, and their respective agentsofficers, directors, officers employees and employees of JT and its Affiliates agents (collectively, the “JT Indemnified PartiesArcus Indemnitees”), ) harmless from and against any and all Losses incurred by such Arcus Indemnitees, to the extent resulting from Third Party Claims that arise from or suffered, directly or indirectly, by any such Person arising from, by reason of or in connection withare based on: 10.3.1 any (a) the breach or inaccuracy of any representation or warranty of Gilead in this Agreement (it being acknowledged and agreed by the Parties thatGilead’s representations, for purposes of the right to indemnification pursuant to this Section 10.3warranties, the representations and warranties of Gilead contained herein shall not be deemed qualified by any references herein or therein to materiality); 10.3.2 any failure by Gilead to duly and timely perform or fulfill any of its covenants or agreements required to be performed by Gilead obligations under this Agreement; 10.3.3 (b) the willful misconduct or gross negligence of any Assumed Liabilitiesof the Gilead Indemnitees in connection with this Agreement; 10.3.4 (c) the violation of Applicable Law by any Taxes allocated to of the Gilead or GSJ pursuant to Section 9.2.7.2Indemnitees in connection with this Agreement; or 10.3.5 any claim by a Third Party that any part of (d) except as otherwise provided in Section 10.7, the Transactions constitutes a breach, default or event of default under any contract or agreement between such Third Party and Gilead, or is otherwise in contravention Exploitation of any right Optioned Molecule or Optioned Product by or on behalf of Gilead or obligation to such Third Party; provided, however that such claim is not due to the action or inaction any of JT or its Affiliates; or 10.3.6 the marketing activities , excluding any Shared Development Losses and responsibilities pursuant to the license grant under Section 5.1.2 and Shared Commercialization Losses (which shall be allocated as set forth in Section 8.5 12.4 and JT continuing Section 12.5, respectively); except, in the case of clauses (a) through (d), for those Losses for which Arcus, in whole or in part, has an obligation to be indemnify any Gilead Indemnitee pursuant to Section 12.1 or under any Ancillary Agreement, as to which Losses each Party shall indemnify the NDA holder from the Marketer Change Date to the MAH Transfer Date, except in each case other to the extent such Losses arise of their respective responsibility for the Losses. Gilead acknowledges and agrees that the terms of any separate written agreement contemplated to be entered into in accordance with this Agreement shall include indemnity obligations generally consistent with the allocation of liability between the Parties in this Agreement; provided, however, that any supply agreement shall include customary limitations on the liability of the supplying Party and, in the case of pass-through supply by Gilead from a Liability allocated to JT or its Affiliates under the Master Agreement or any Ancillary Agreement. 10.3.7 Gilead’s obligation to indemnify the JT Indemnified Parties pursuant to this Section 10.3 CMO, shall not apply to the extent that any such Losses (a) arise from the negligence or intentional misconduct of any JT Indemnified Party; (b) arise from any breach by JT of this Agreement or any Ancillary Agreement; or (c) are Losses for which JT is obligated to indemnify the Gilead Indemnified Parties pursuant to Section 10.1, Section 11.1 of the A&R EVG License Agreement or any corresponding section of any other Ancillary Agreement[***].