Common use of Indemnification by GSK Clause in Contracts

Indemnification by GSK. GSK shall indemnify, defend and hold harmless PROSENSA 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 (collectively, “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon: (a) the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and/or Sublicensees 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; (b) any breach of any representation or warranty or express covenant made by GSK under Article 10; or (c) the Development that is actually conducted by and/or on behalf of GSK (excluding any Development carried out by and/or on behalf of PROSENSA 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 Sublicensee of any Compound or GSK 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 PROSENSA and/or its Affiliates and/Sublicensees, or their respective directors, officers, employees or agents.

Indemnification by GSK. GSK shall indemnify, defend and hold harmless PROSENSA Anacor, 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 (collectively, “"Losses”"), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“"Claims”") based upon: (a) 11.1.1 the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and/or Sublicensees 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; (b) 11.1.2 any breach of any representation or warranty or express covenant made by GSK under Article 1010 or any other provision under this Agreement; or (c) 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 PROSENSA 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 Sublicensee Sublicensees of any GSK Development Compound or GSK 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 PROSENSA Anacor and/or its Affiliates and/SublicenseesAffiliates, or their respective directors, officers, employees or agents.

Indemnification by GSK. GSK shall indemnify, defend and hold harmless PROSENSA TELETHON-HSR 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 (collectively, “Losses”), arising out of or resulting from any and all Third Party suits, claims, actions, proceedings or demands (“Claims”) based upon: (a) the negligence, recklessness or wrongful intentional acts or omissions of GSK and/or its Affiliates and/or Sublicensees 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; (b) any breach of any representation or warranty or express covenant made by GSK under Article 10; or (c) the Development that is actually conducted by and/or on behalf of GSK (excluding any Development carried out by and/or on behalf of PROSENSA TELETHON-HSR hereunder), the handling and storage by and/or on behalf of GSK of any chemical agents or other compounds Vectors for the purpose of conducting Development by or on behalf of GSK, and the manufacture, marketing, commercialization and sale by GSK, its Affiliate or Sublicensee of any Compound Vector or GSK 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 PROSENSA TELETHON-HSR and/or its Affiliates and/Sublicensees, or their respective directors, officers, employees or agents.