Indemnification by Prosensa Sample Clauses

Indemnification by Prosensa. Prosensa shall indemnify, defend and hold harmless GSK and its Affiliates, and its or their respective directors, officers, employees and agents, from and against any and all Losses, arising out of or resulting from any and all third party Claims based upon: 7.2.1 the negligence, recklessness or wrongful intentional acts or omissions of Prosensa and/or its Affiliates and/or its sublicensees and/or its or their respective directors, officers, employees and agents, in connection with Prosensa’s performance of its obligations or exercise of its rights under the Collaboration Agreement prior to the Effective Date of this Agreement, or at any time under this Agreement; 7.2.2 the Research and/or Development actually conducted by or on behalf of Prosensa (excluding any Research and Development carried out by or on behalf of GSK or its Affiliate, sublicensee or subcontractor thereunder), the handling and storage by and/or on behalf of Prosensa of any chemical agents or other compounds for the purpose of conducting Research and/or Development by or on behalf of Prosensa, and the manufacture by Prosensa, its Affiliate or sublicensee of any Compound or Product under the Collaboration Agreement as of the Effective Date of this Agreement; or the manufacture, marketing, commercialization and sale by Prosensa, its Affiliates or sublicensees of any Compound or Product pursuant to this Agreement; 7.2.3 the Research, Development, storage, use, manufacture, commercialization, marketing, or sales of any Compound or Product by Prosensa, its Affiliates, sublicensees or subcontractors, whether such claims arise in tort or under contract law, and including without limitation, any product liability Claims and arise as a result of Prosensa’s use of Compound or Product by Prosensa in a clinical trial, or Prosensa’s commercialization of Compound or Product; and 7.2.4 the breach of any representations and warranties of Prosensa under this Agreement; 7.2.5 except, in each case of Sections 7.2.1, 7.2.2 and 7.2.4 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 GSK and/or its Affiliate and/or sublicensees, or their respective directors, officers, employees and agents under the Collaboration Agreement prior to the Effective Date of this Agreement.