Common use of Indemnity by GSK Clause in Contracts

Indemnity by GSK. Subject to Section 11.4 below, GSK shall indemnify, defend and hold Prometheus and each Prometheus Affiliate and their respective directors, officers, employees and agents (each a "Prometheus Indemnitee") harmless from and against all Losses arising from any Third Party claim, demand, suit, action or proceeding (a "Third Party Claim") to the extent arising out of (a) any breach or nonperformance of any of GSK's covenants, obligations, representations or warranties under this Agreement; (b) GSK's failure to obtain, maintain or comply in any material respect with any of its Consents which are required to perform any of its obligations hereunder or under Applicable Laws; (c) any material violation of Applicable Laws by GSK in the performance of its obligations hereunder; (d) GSK's failure to pay any Tax for which it is responsible under Section 3.6, or (e) any claim that GSK's manufacturing processes or procedures utilized by GSK other than those required as a result of a change to the Specifications requested by Prometheus, specifically related to the API or Product, the GSK Intellectual Property and Process Developments, infringe upon or misappropriate the Intellectual Property rights of any Third Party. The foregoing indemnification obligations shall not apply to the extent any particular Loss is a direct result of (i) Prometheus' breach of any covenant, obligation, representation or warranty under this Agreement, (ii) negligent acts, omissions or willful misconduct of any Prometheus Indemnitee, (iii) any matter for which Prometheus is obligated to indemnify GSK pursuant to Section 11.2 below; (iv) GSK's compliance with the Specifications; or (v) other than in connection with a corresponding breach by GSK of cGMP or Applicable Laws, GSK's compliance with an order of a Governmental Authority directed to GSK specifically regarding its compliance with cGMPS or Applicable Laws. Nothing in this Section 11.1 or Section 11.2 below shall be construed to limit, and these provisions shall be in addition to, any indemnification provision in any other agreement between the Parties.

Indemnity by GSK. Subject to Section 11.4 10.4 below, GSK shall indemnify, defend and hold Prometheus DENDREON and each Prometheus DENDREON Affiliate and their respective directors, officers, employees and agents (each a "Prometheus “DENDREON Indemnitee"”) harmless from and against all Losses arising from any Third Party claim, demand, suit, action or proceeding (a "“Third Party Claim"”) and not otherwise reimbursed by GSK to DENDREON to the extent arising out of from, based upon or caused by (a) any breach or nonperformance of any of GSK's ’s covenants, obligations, representations or warranties under this Agreement; (b) GSK's ’s failure to obtain, maintain or comply in any material respect with any of its Consents which are required to perform any of its obligations hereunder or under Applicable Lawsthe Regulatory Acts or other Legal Requirements; (c) any material violation of Applicable Laws Legal Requirements by GSK in the performance of its obligations hereunder; or (d) GSK's failure to pay any Tax for which it is responsible under Section 3.6, or (e) any claim that GSK's manufacturing processes or procedures utilized the practice by GSK other than those required as a result DENDREON of a change to the Specifications requested by Prometheus, specifically related to the API or Product, the GSK Intellectual Property and Process Developments, infringe upon licensed hereunder constitutes trade secret misappropriation or misappropriate infringes the Intellectual Property intellectual property rights of any Third Party. The foregoing indemnification obligations shall not apply in each case to the extent any particular Loss is a direct result of (i) Prometheus' breach the negligence or intentional misconduct of any covenant, obligation, representation or warranty under this Agreement, a DENDREON Indemnitee; (ii) negligent actsa breach by DENDREON of a representation, omissions warranty, covenant or willful misconduct of any Prometheus Indemnitee, obligations hereunder; (iii) any matter for which Prometheus DENDREON is obligated to indemnify GSK pursuant to Section 11.2 below10.2 herein; (iv) GSK's compliance any failure by DENDREON to comply with the Specificationsapplicable Regulatory Acts; or (v) other than in connection with a corresponding breach by GSK of cGMP or Applicable Laws, GSK's ’s compliance with the Specifications or an order of a Governmental Authority Body directed to GSK specifically regarding its compliance with cGMPS cGMPs, the applicable Regulatory Acts, or Applicable LawsLegal Requirements. Nothing in this Section 11.1 10.1 or Section 11.2 10.2 below shall be construed to limit, and these provisions shall be in addition to, any indemnification provision provision, in any other agreement between the Parties.