Common use of Indemnification of GSK Clause in Contracts

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. XenoPort 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 * 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, to the extent arising from, or occurring as a result of (a) gross negligence activities relating to the Development 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 use of any Product Compound and Products by XenoPortAmicus, its Affiliates Affiliates, sublicensees or licensees outside subcontractors in the Territory, (c) the manufacture and relating to Commercialization of any Compound or Product and Products by or on behalf of XenoPortAmicus, its Affiliates Affiliates, sublicensees or licensees subcontractors in the Territory for the purposes of use and/or distribution outside the Amicus Territory; or (db) any material breach of any representations, warranties or covenants by XenoPort Amicus in Article 16 8.1 and X above; or (c) 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 17.1 15.1 above or (ii) result from the fault gross negligence or intentional misconduct of an GSK Indemnitee. 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.

Indemnification of GSK. XenoPort shall indemnify and hold harmless each of GSK, and its Affiliates and Sublicensees and the directors, officers and employees of GSK, GSK and 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 liabilities, damages, penalties, fines, costs, expenses (including, reasonable attorneys’ fees and other expenses of litigation) (“Liabilities”) from any claims, actions, suits or proceedings brought by a Third Party Claims (a “Third Party Claim”) 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 or under authority of XenoPort, its Affiliates or licensees (other than by or under the authority of GSK, its Affiliates and sublicensees) inside or 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 (other than by or on behalf of use and/or distribution outside the TerritoryGSK, its Affiliates and sublicensees); or (d) any material breach of any representations, warranties or covenants by XenoPort in Article 16 ARTICLE VII above, except to the extent such Third Party Claims fall within the scope arise from and are attributable to causes described in clauses (a)-(d) of GSK’s indemnification obligations set forth in Section 17.1 above 9.2 below or result from the negligence or fault of an GSK Indemnitee. * 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.