Indemnification of GSK. Amicus shall indemnify and hold harmless each of GSK, its Affiliates and Sublicensees and the directors, officers and employees of GSK, its Affiliates and Sublicensees and the successors and assigns of any of the foregoing (the “GSK Indemnitees”), from and against (i) any and all Liabilities from any Third Party Claims incurred by any GSK Indemnitee, to the extent arising from, or occurring as a result of: (a) activities relating to the Development or use of any Compound and Products by Amicus, its Affiliates, Sublicensees or subcontractors in the Territory, and relating to Commercialization of any Compound and Products by Amicus, its Affiliates, Sublicensees or subcontractors in the Territory; or (b) activities relating to the Manufacture of any Compound or Products (other than the Co-Formulation Product) by Amicus, its Affiliates, Sublicensees, or subcontractors; in each case except to the extent such Third Party Claims (i) fall within the scope of GSK’s indemnification obligations set forth in Section 12.3 above or (ii) result from the gross negligence or intentional misconduct of an GSK Indemnitee.
Indemnification of GSK. XenoPort shall indemnify and hold harmless each of GSK, its Affiliates and Sublicensees and the directors, officers and employees of GSK, its Affiliates and Sublicensees and the successors and assigns of any of the foregoing (the “GSK Indemnitees”), from * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED and against any and all Liabilities from any Third Party Claims incurred by any GSK Indemnitee, arising from, or occurring as a result of (a) gross negligence or willful misconduct in the conduct of the research and development activities conducted by XenoPort or its Affiliates related to Compound and/or any Product, (b) the use, marketing, distribution, or sale of any Product by XenoPort, its Affiliates or licensees outside the Territory, (c) the manufacture of any Compound or Product by or on behalf of XenoPort, its Affiliates or licensees in the Territory for the purposes of use and/or distribution outside the Territory; or (d) any material breach of any representations, warranties or covenants by XenoPort in Article 16 above, except to the extent such Third Party Claims fall within the scope of GSK’s indemnification obligations set forth in Section 17.1 above or result from the fault of an GSK Indemnitee.
Indemnification of GSK. Unigene shall indemnify and hold harmless GSK and its Affiliates, and their respective directors, officers, employees, agents and counsel, and the successors and assigns of the foregoing (the “GSK Indemnitees”), from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation and/or arbitration) resulting from a claim, suit or proceeding brought by a Third Party against a GSK Indemnitee, arising from or occurring as a result of: (i) the failure of API manufactured and supplied by Unigene pursuant to Section 5.1 to meet on delivery the Specifications agreed by the Parties, (ii) the failure by Unigene to obtain or maintain rights under Unigene Patent Rights sufficient to grant GSK an exclusive license in accordance with Article 2 of this Agreement; (iii) Unigene’s material breach of this Agreement, including the representations and warranties set forth in Section 6.2 and Article 7; or (iv) the conduct of the Phase II Development Plan, except, in the case of each of (i) – (iv), to the extent caused by the negligence or willful misconduct of GSK or to the extent that GSK is obligated to indemnify Unigene under Section 9.2 below. It is understood that the foregoing indemnity under Section 9.1 shall not include any lost profits or consequential damages.
Indemnification of GSK. Flamel shall indemnify and hold harmless GSK and its Affiliates, and their respective directors, officers, employees, agents and counsel, and the successors and assigns of the foregoing (the "GSK Indemnitees"), from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) resulting from a claim, suit or proceeding brought by a Third Party against a GSK Indemnitee, arising from or occurring as a result of: (i) the infringement of a Third Party's patent rights, trademarks or other intellectual property rights by reason the grant of an exclusive license to GSK, or the manufacture by GSK, an Affiliate, or a Third Party, or the use, sale, offer to sell, or importation by GSK in the Territory, in accordance with Article 2 of this Agreement; or (ii) the development and/or manufacture of Product by Flamel or its Affiliates or sublicensees; or (iii) Flamel's material breach of any representation or warranty set forth in Section 6.1.1, except, in each case, to the extent caused by the negligence or willful misconduct of GSK or to the extent that GSK is obligated to indemnify Flamel under Section 8.2 below.
Indemnification of GSK. Unigene shall indemnify and hold harmless ---------------------- GSK and its Affiliates, and their respective directors, officers, employees, agents and counsel, and the successors and assigns of the foregoing (the "GSK Indemnitees"), from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys' and professional fees and other expenses of litigation and/or arbitration) resulting from a claim, suit or proceeding brought by a Third Party against a GSK Indemnitee, arising from or occurring as a result of: (i) the failure of API manufactured and supplied by Unigene to meet on delivery the Specifications agreed by the Parties, or (ii) the failure by Unigene to obtain or maintain rights under Unigene Patent Rights sufficient to grant GSK an exclusive license in accordance with Article 2 of this Agreement; or (iii) Unigene's material breach of any representation or warranty set forth in Section 7.1.1, except, in each case, to the extent caused by the negligence or willful misconduct of GSK or to the extent that GSK is obligated to indemnify Unigene under Section 9.2 below. It is understood that the foregoing indemnity under Section 9.1 shall not include any lost profits or consequential damages.
Indemnification of GSK. Sepracor shall indemnify and hold harmless each of GSK, its Affiliates and Sublicensees, and the directors, officers and employees of GSK, its Affiliates and Sublicensees, and the successors and assigns of any of the foregoing (the “GSK Indemnitees”), from and against any and all Liabilities from any Third Party Claims incurred by any GSK Indemnitee, arising from, or occurring as a result of: (a) the manufacturing, use, marketing, distribution, offer for sale or sale of the Product by Sepracor, an Affiliate or its licensee, including any Products Liability Claim (subject to and shared in accordance with the mechanism set forth in Section 17.5, below); (b) the development of the Product by Sepracor (but only where not performed under GSK’s direction); (c) the use of the Product Trademarks by GSK in the GSK Territory in accordance with this Agreement, and (d) any material breach of any representations, warranties or covenants by Sepracor under this Agreement, except to the extent such Third Party Claims falls within the scope of the indemnification obligations of GSK set forth in Section 17.1, above, or result from the gross negligence or willful misconduct of an GSK Indemnitee.
Indemnification of GSK. XenoPort shall indemnify and hold harmless each of GSK, its Affiliates and Sublicensees and the directors, officers and employees of GSK, its Affiliates and Sublicensees and the successors and assigns of any of the foregoing (the “GSK Indemnitees”), from and against any and all Liabilities from any Third Party Claims incurred by any GSK Indemnitee, arising from, or occurring as a result of (a) gross negligence or willful misconduct in the conduct of the research and development activities conducted by XenoPort or its Affiliates related to Compound and/or any Product, (b) the use, marketing, distribution, or sale of any Product by XenoPort, its Affiliates or Sublicensees in the Asian Territory, or (c) any material breach of any representations, warranties or covenants by XenoPort in Article 16 above, except to the extent such Third Party Claims fall within the scope of GSK’s indemnification obligations set forth in Section 17.1 above or result from the fault of an GSK Indemnitee.
Indemnification of GSK. 27 ARTICLE 16 MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 27 Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Indemnification of GSK. Exelixis agrees to and hereby indemnify and hold GSK harmless from and against, and to reimburse GSK with respect to, any and all claims, demands, causes of action, losses, damages, liabilities, costs and expenses (including consequential damages, attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by GSK at any time and from time to time by reason of or arising out of:
15.1.1 the breach of any representation, warranty or covenant of Exelixis set forth in the Loan Documents;
15.1.2 the failure of Exelixis to perform any obligation herein required to be performed by Exelixis; or
15.1.3 the ownership, construction, operation, use and maintenance of the Collateral other than by GSK.
Indemnification of GSK. VALEANT shall indemnify and hold harmless each of GSK, its Affiliates and sublicensees and the directors, officers and employees of GSK, its Affiliates and sublicensees and the successors and assigns of any of the foregoing (the “GSK Indemnitees”), from and against any and all Liabilities from any Third Party Claims incurred by any GSK Indemnitee, arising from, or occurring as a result of (a) activities related to the research, development, manufacture, use, marketing, distribution, importation or sale of any Compound, Product, Additional Compound and Additional Products by VALEANT, its Affiliates or sublicensees in the Territory; and/or (b) any material breach of any representations, warranties or covenants by VALEANT in Article VIII and IX above, except to the extent such Third Party Claims fall within the scope of GSK’s indemnification obligations set forth in Section 12.1 above or result from the gross negligence or intentional misconduct of an GSK Indemnitee. For the avoidance of doubt, Product Liability Claims are not subject to this Section 12.2 and are governed by the provisions of Section 12.4.
