Common use of Indemnification by GSK Clause in Contracts

Indemnification by GSK. GSK shall indemnify, defend and hold harmless ChemoCentryx, and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses including, but not limited to, the reasonable fees of attorneys and other professionals (collectively “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon: 11.1.1 the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and its or their respective directors, officers, employees and agents, in connection with GSK’s performance of its obligations or exercise of its rights under this Agreement; 11.1.2 any breach of any representation or warranty or express covenant made by GSK under Article 10 or any other provision under this Agreement; or 11.1.3 the Development that is actually conducted by and/or on behalf of GSK (excluding any Development carried out by and/or on behalf of ChemoCentryx hereunder), the handling and storage by and/or on behalf of GSK of any chemical agents or other compounds for the purpose of conducting Development by or on behalf of GSK, and the manufacture, marketing, commercialization and sale by GSK, its Affiliate or Sublicensees of any Product Candidate or Licensed Product pursuant to the exercise by GSK of the relevant Product Option ; except, in each case above, to the extent such Claim arose out of or resulted from or is attributable to the negligence, recklessness or wrongful intentional acts or omissions of ChemoCentryx and/or its Affiliate or Sublicensee or contractor, and its or their respective directors, officers, employees and agents;

Indemnification by GSK. GSK shall indemnify, defend and hold harmless ChemoCentryx, Dynavax and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses expenses, including, but not limited to, the reasonable fees of attorneys and other professionals professional Third Parties (collectively collectively, “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon: 11.1.1 the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and its or their respective directors, officers, employees and agents, in connection with GSK’s performance of its obligations or exercise of its rights under this Agreement; 11.1.2 any breach of any representation or warranty or express covenant made by GSK under Article 10 or any other provision under this Agreement; or; 11.1.3 the Development that is actually conducted by and/or on behalf of GSK (excluding any Development carried out by and/or on behalf of ChemoCentryx Dynavax hereunder), the handling and storage by and/or on behalf of GSK of any chemical agents or other compounds for the purpose of conducting Development by or on behalf of GSK, and the manufacture, marketing, commercialization and sale by GSK, its Affiliate or Sublicensees Sublicensee of any Product Candidate Compound or Licensed Product pursuant GSK Product; or 11.1.4 the alleged infringement or misappropriation of the intellectual property rights of any Third party or a claim or defense of unenforceability due to inequitable conduct brought before the United States Patent and Trademark Office or a United States District Court and any resulting antitrust claims arising therefrom, in each case, to the exercise by extent based upon or attributable to the Patents for which and to the extent GSK of is responsible for the relevant Product Option Prosecution and Maintenance under Article 8; except, in each case above, to the extent such Claim arose out of or resulted from or is attributable to the negligence, recklessness or wrongful intentional acts or omissions of ChemoCentryx Dynavax and/or its Affiliate or Sublicensee or contractorAffiliates, and its or their respective directors, officers, employees and or agents;.

Indemnification by GSK. GSK shall will indemnify, defend and hold harmless ChemoCentryx, Isis and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses including, but not limited to, the reasonable fees of attorneys and other professionals (collectively “Losses”), ) arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon: 11.1.1 8.1.1. the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and its or their respective directors, officers, employees and agents, in connection with GSK’s performance of its obligations or exercise of its rights under this Agreement; 11.1.2 8.1.2. any breach of any representation or warranty or express covenant made by GSK under Article 10 ARTICLE 7 or any other provision under this Agreement; or; 11.1.3 8.1.3. the Development or Manufacturing activities that is actually are conducted by and/or on behalf of GSK or its Affiliates or Sublicensees (excluding which will exclude any Development carried out or Manufacturing activities that are conducted by and/or on behalf of ChemoCentryx hereunderIsis pursuant to this Agreement), the including handling and storage and manufacture by and/or on behalf of GSK or its Affiliates or Sublicensees of any chemical agents Licensed Compounds or other compounds Licensed Product for the purpose of conducting Development or Commercialization by or on behalf of GSK, and GSK or its Affiliates or Sublicensees; or 8.1.4. the manufacture, marketing, commercialization and sale Commercialization by GSK, or on behalf of GSK or its Affiliate Affiliates or Sublicensees of any Product Candidate or Licensed Product pursuant to the exercise by GSK of the relevant Product Option Option; except, in each case above, to the extent such Claim arose out of or resulted from or is attributable to the negligence, recklessness or wrongful intentional any acts or omissions of ChemoCentryx Isis and/or its Affiliate Affiliates, licensees, Sublicensees or Sublicensee or contractorcontractors, and its or their respective directors, officers, employees and agents;, for which Isis is required to indemnify GSK pursuant to Section 8.2.

Indemnification by GSK. GSK shall indemnify, defend and hold harmless ChemoCentryxAnacor, and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all liabilities, damages, losses, costs and expenses including, but not limited to, the reasonable fees of attorneys and other professionals (collectively “collectively, "Losses”"), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“"Claims”") based upon: 11.1.1 the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and its or their respective directors, officers, employees and agents, in connection with GSK’s 's performance of its obligations or exercise of its rights under this Agreement; 11.1.2 any breach of any representation or warranty or express covenant made by GSK under Article 10 or any other provision under this Agreement; oror [***] THE SYMBOL [***] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. 11.1.3 the Development that is actually conducted by and/or on behalf of GSK (excluding any Development carried out by and/or on behalf of ChemoCentryx Anacor hereunder), the handling and storage by and/or on behalf of GSK of any chemical agents or other compounds for the purpose of conducting Development by or on behalf of GSK, and the manufacture, marketing, commercialization and sale by GSK, its Affiliate or Sublicensees of any Product Candidate GSK Development Compound or Licensed Product pursuant to the exercise by GSK of the relevant Product Option Product; except, in each case above, to the extent such Claim arose out of or resulted from or is attributable to the negligence, recklessness or wrongful intentional acts or omissions of ChemoCentryx Anacor and/or its Affiliate or Sublicensee or contractorAffiliates, and its or their respective directors, officers, employees and or agents;.