Gilead Indemnitee definition

Gilead Indemnitee shall have the meaning set forth in Section 8.1. “Gilead Xxxx” shall have the meaning set forth in Section 2.6(b).
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Gilead Indemnitee has the meaning set forth in Section 10.1(a).
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Gilead Indemnitee is defined in Section 15.1.2 (Indemnification by Nurix).
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Examples of Gilead Indemnitee in a sentence

  • All indemnification claims with respect to a Gilead Indemnitee or Galapagos Indemnitee shall be made solely by Gilead or Galapagos, as applicable.

  • Any Gilead Indemnitee or Company Indemnitee shall notify Company or Gilead (the “Indemnifying Party”), as the case may be, promptly in writing of an indemnifiable claim or cause of action under Section 7.1 above upon receiving notice or being informed of the existence thereof.

  • Cubist's obligation to Indemnify the Gilead Indemnitees pursuant to this Section 11.1 shall not apply to the extent of any Losses (i) that arise from the negligence or intentional misconduct of any Gilead Indemnitee; (ii) from Gilead's breach of this Agreement, including without limitation the Supply Agreement; or (iii) for which Gilead is obligated to Indemnify the Cubist Indemnitees pursuant to Section 11.2 or the Supply Agreement.

  • All indemnification claims with respect to a Gilead Indemnitee or Arcus Indemnitee (each, an “Indemnitee”) shall be made solely by Gilead or Arcus, as applicable.

  • All indemnification claims in respect of an Xxxxx Xxxxxxxxxx or Gilead Indemnitee, as applicable, shall be made solely by such Party to this Agreement (the “Indemnified Party”).

  • All indemnification claims with respect to a Gilead Indemnitee or Assembly Indemnitee (each, an “Indemnitee”) shall be made solely by Gilead or Assembly, as applicable.

Related to Gilead Indemnitee

  • Company Indemnitee has the meaning set forth in Section 7.2(b).

  • Indemnitee has the meaning assigned to such term in Section 9.03(b).

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • SpinCo Indemnitees shall have the meaning set forth in Section 4.3.

  • Indemnitees has the meaning specified in Section 10.04(b).

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Indemnified Party shall have the meaning set forth in Section 5(c).

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Indemnified Party’s Group means the Seller Group (with respect to a Seller Indemnified Party) or the Purchaser Group (with respect to a Purchaser Indemnified Party).

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • Investor Indemnitees shall have the meaning set forth in Section 5.01.

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • Indemnifiable Claim means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, as to which Indemnitee is or was serving at the request of the Company, (ii) any actual, alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee, member, manager, trustee or agent of the Company or any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, agent, trustee or other fiduciary of such entity or enterprise and (i) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (ii) such entity or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate (by action of the Board, any committee thereof or the Company’s Chief Executive Officer (“CEO”) (other than as the CEO him or herself)) caused or authorized Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.

  • Indemnifiable Person means any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company.

  • Indemnified Person has the meaning set forth in Section 11.3.

  • Indemnifiable Expenses Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Tax Indemnitee as defined in Section 3.01(5).

  • Indemnitee Agent Party as defined in Section 9.6.

  • Related Indemnified Person of an indemnified person means (a) any controlling person or controlled affiliate of such indemnified person, (b) the respective directors, officers, or employees of such indemnified person or any of its controlling persons or controlled affiliates and (c) the respective agents of such indemnified person or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such indemnified person, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this sentence pertains to a controlled affiliate or controlling person involved in the negotiation or syndication of this Agreement and the Term Loans.