Common use of Indemnification of GSK Clause in Contracts

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. 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: of (a) activities relating related to the Development 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 Product by Amicus, its Affiliates, Sublicensees or subcontractors in the Territory; or (b) activities relating to any material breach of any representations, warranties or covenants by Amicus in Article IX and X above; or (c) the Manufacture of any Compound or Products (other than the Co-Formulation Product) Product by Amicus, its Affiliates, Sublicensees, or subcontractors, prior to GSK’s assumption of responsibility for Manufacturing the Compound and Product pursuant to Section 6.5 or Section 14.2.2(b); 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 15.1 above or (ii) result from the gross negligence or intentional misconduct of an GSK IndemniteeIndemnitee or (iii) with respect to clause (c) above, result from Amicus’ compliance with any direction of GSK pursuant to Section 6.5.2(a) above. For the avoidance of doubt, Product Liability Claims are not subject to this Section 15.2 and are governed by the provisions of Section 15.4 below.