Indemnification by GSK. Subject to Sections 2.4.8, 14.5 and 15.2, GSK ---------------------- shall defend, indemnify and hold harmless Adolor and its Affiliates and each of their officers, directors, shareholders, employees, successors and assigns from and against all Claims of Third Parties, and all associated Losses, to the extent arising out of (a) GSK's negligence or willful misconduct in performing any of its obligations under this Agreement, (b) a breach by GSK of any of its representations, warranties, covenants or agreements under this Agreement, or (c) the manufacture, use or sale of GI Products in the United States for GI Products that Adolor is not receiving a percentage of GI Product Marketing Contribution, or (d) the manufacture, use or sale of Collaboration Products in the ROW; provided, however, that in all cases referred to in this Section 14.1, GSK shall not be liable to indemnify Adolor for any Losses of Adolor to the extent that such Losses of Adolor were caused by: (x) the negligence or willful misconduct or wrongdoing of Adolor or (y) any breach by Adolor of its representations, warranties, covenants or agreements hereunder.
Appears in 4 contracts
Samples: Collaboration Agreement (Adolor Corp), Collaboration Agreement (Adolor Corp), Collaboration Agreement (Adolor Corp)