Common use of Indemnification by GSK Clause in Contracts

Indemnification by GSK. GSK shall indemnify, defend and hold harmless Regulus, and its Affiliates and Parent Companies, 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; 11.1.3 the Development or Manufacturing activities that are conducted by and/or on behalf of GSK or its Affiliates or Sublicensees (which shall exclude any Development or Manufacturing activities that are conducted by and/or on behalf of Regulus hereunder), including handling and storage and manufacture by and/or on behalf of GSK or its Affiliates or Sublicensees of any Collaboration Compounds for the purpose of conducting Development or Commercialization by or on behalf of GSK or its Affiliates or Sublicensees; or 11.1.4 the Commercialization by or on behalf of GSK, its Affiliates or Sublicensees of any Collaboration Compound or Licensed Product pursuant to the exercise by GSK of the relevant Program 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 Regulus and/or its Affiliate, Parent Company, licensee, Sublicensee or contractor, and its or their respective directors, officers, employees and agents, or breach of any representation or warranty or express covenant made by Regulus or any of its Parent Companies hereunder, or under the Side Agreement.

Indemnification by GSK. Subject to this ARTICLE 9, GSK shall indemnify, defend and hold harmless Regulus, and its Affiliates and Parent Founding Companies, 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 9.1.1 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 9.1.2 any breach of any representation or warranty or express covenant made by GSK under Article 10 ARTICLE 8 or any other provision under this Agreement; 11.1.3 9.1.3 the Development or Manufacturing activities that are conducted by and/or on behalf of GSK or its Affiliates or Sublicensees (which shall exclude any Development or Manufacturing activities that are conducted by and/or on behalf of Regulus hereunder)Sublicensees, including handling and storage and manufacture by and/or on behalf of GSK or its Affiliates or Sublicensees of any Collaboration Compounds SPC-3649 or SPC-3649 Product for the purpose of conducting Development or Commercialization by or on behalf of GSK or its Affiliates or Sublicensees; or 11.1.4 9.1.4 the Commercialization by or on behalf of GSK, its Affiliates or Sublicensees of any Collaboration Compound SPC-3649 or Licensed Product pursuant to the exercise by GSK of the relevant Program OptionSPC-3649 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 Regulus and/or its Affiliate, Parent Founding Company, licensee, Sublicensee or contractor, and its or their respective directors, officers, employees and agents, or breach of any representation or warranty or express covenant made by Regulus or any of its Parent Founding Companies hereunder. 9.1.5 For the avoidance of doubt, (i) the term “Loss” or “Losses” of Section 9.1 does not include liabilities, damages, losses, costs, expenses, or under fees of attorneys and other professionals arising out of or resulting from any suit brought by a Founding Company to enforce any patent or claim thereof owned by or controlled by said Founding Company; and (ii) the Side Agreementterm “Claim” or “Claims” of Section 9.1 does not include suits, claims, actions, proceedings or demands brought by a Founding Company to enforce any patent or claim thereof owned by or controlled by said Founding Company.

Indemnification by GSK. 10.2.1 GSK shall indemnify, defend and hold harmless RegulusKineMed, and its Affiliates and Parent Companies, and its or their respective directorsagents, employees, officers, employees directors and agents, stockholders (each a “KineMed Indemnitee”) harmless 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 suitsLosses, claims, actions, proceedings or demands to which any KineMed Indemnitee may become subject as a result of any Claim(s) by a Third Party to the extent such Claims arise out of: (“Claims”a) based upon: 11.1.1 the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and and/or 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 Agreement ; (b) the material breach by GSK, its Affiliates, its licensees or contractors of any representation covenant or warranty or express covenant other agreement made by GSK under Article 10 or any other provision under in this Agreement; 11.1.3 ; (c) the Development handling or Manufacturing activities that are conducted storage of Program Biomarkers by and/or on behalf GSK, its Affiliates, licensees, or contractors; (d) the research, development, making, having made, using, selling, offering for sale, or importing of GSK Products or (e) the negligence or willful misconduct of GSK or its Affiliates or Sublicensees (which shall exclude any Development or Manufacturing activities that are conducted by and/or on behalf of Regulus hereunder), including handling and storage and manufacture by and/or on behalf of GSK or its Affiliates or Sublicensees of any Collaboration Compounds for the purpose of conducting Development or Commercialization by or on behalf of GSK or its Affiliates or Sublicensees; or 11.1.4 the Commercialization by or on behalf of GSK, its Affiliates or Sublicensees of any Collaboration Compound or Licensed Product pursuant to the exercise by GSK of the relevant Program OptionAffiliates; 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 Regulus and/or KineMed, its Affiliatesublicensees or contractors, Parent Company, licensee, Sublicensee or contractor, and its or their respective directors, officers, employees and agents, or the material breach of any representation or warranty or express covenant made by Regulus or any of its Parent Companies KineMed hereunder, or . 10.2.2 As required under the Side AgreementUC License to be included in any sublicense granted by KineMed thereunder, ***.

Indemnification by GSK. GSK shall indemnify, defend and hold harmless RegulusTargacept and its Affiliates, and its Affiliates and Parent Companies, and its or their respective directors, officers, employees and agentsagents (and, if TC-2696 becomes a Product Candidate, its licensors and their respective trustees, officers, directors, employees, agents and affiliates), from and against any and all liabilities, damages, losseslosses to third parties, costs and expenses 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 or its Affiliates and Affiliates, or 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 a breach of any representation or representation, warranty or express covenant made by GSK under Article 10 or any other provision under this Agreement;Agreement (other than 6.12.2); or 11.1.3 the Development or Manufacturing activities that are actually conducted by and/or or on behalf of GSK or its Affiliates or Sublicensees (which shall exclude including, without limitation, any Supplemental Activities, but excluding any Development carried out by or Manufacturing activities that are conducted by and/or on behalf of Regulus Targacept hereunder), including the handling and storage and manufacture by and/or or on behalf of GSK or its Affiliates or Sublicensees of any Collaboration Compounds for the purpose of conducting Development chemical agents or Commercialization other compounds by or on behalf of GSK or its Affiliates or Sublicensees; or 11.1.4 , or the Commercialization manufacture, marketing, commercialization or sale by GSK or on behalf of GSK, its Affiliates or Sublicensees of any Collaboration Compound Product Candidate, Licensed Product or any product derived from a Product Candidate or Licensed Product pursuant to the exercise by GSK of the relevant Program OptionProduct; except, in each case above, to the extent such Claim or Losses arose out of or resulted from the breach of this Agreement or is attributable to any Co-promotion Agreement by, or the negligence, recklessness or wrongful intentional acts or omissions of Regulus and/or of, Targacept or its Affiliate, Parent Company, licensee, Sublicensee or contractorAffiliates, and its or their respective directors, officers, employees and agents, or breach of any representation or warranty or express covenant made by Regulus or any of its Parent Companies hereunder, or under the Side Agreement.;