GSK Indemnified Parties definition

GSK Indemnified Parties shall have the meaning set forth in Section 13.2.

GSK Indemnified Parties is defined in Section 11.1 (Adaptimmune Indemnification). (bbb) [***]

Examples of GSK Indemnified Parties in a sentence

• Zymeworks is only obliged to so indemnify and hold the GSK Indemnified Parties harmless to the extent that such Claims do not arise from the material breach of this Agreement by or the negligence or willful misconduct of GSK.

• The Adaptimmune Indemnified Parties and GSK Indemnified Parties may directly enforce the indemnities in Article 11.

• The Immunocore Indemnified Parties and GSK Indemnified Parties may directly enforce the indemnities in Article 11.

• The Adaptimmune Indemnified Parties and GSK Indemnified Parties may directly enforce the indemnities in Section 11 (Indemnification).

• GSK or DIVERSA, as the case may be, may be liable to the DIVERSA Indemnified Parties or GSK Indemnified Parties, as the case may be, for special, punitive, consequential and/or incidental damages awarded against an indemnified Party as a result of any Claim or demand asserted or brought by or in favor of a Third Party.

• The indemnifying Party shall not, except with the consent of the indemnified Party, enter into any settlement that does not include as an unconditional term thereof the giving by the Person or Persons asserting such claim to all indemnified Parties (i.e., GSK Indemnified Parties or DIVERSA Indemnified Parties, as the case may be) an unconditional release from all liability with respect to such claim.

• In the event of any claim against the GSK Indemnified Parties by any Third Party, GSK shall promptly notify Ligand in writing of the claim and Ligand shall manage and control, at its sole expense, the defense of the claim and its settlement.

• The GSK Indemnified Parties shall cooperate with Ligand and may, at their option and expense, be represented in any such action or proceeding.

• Ligand shall not be liable for any litigation costs or expenses incurred by the GSK Indemnified Parties without Ligand’s prior written authorization.