Common use of Indemnification by GSK Clause in Contracts

Indemnification by GSK. GSK shall defend, indemnify, and hold Liquidia and its Affiliates and their respective officers, directors, employees, and agents (the “Liquidia Indemnitees”) harmless from and against any and all Losses arising out of or resulting from any Claims to the extent that such Claims arise out of, are based on, or result from: (a) the research, use, development, manufacture, commercialization, handling, storage or other disposition of Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. PRINT Materials, Research Materials, Liquidia Respiratory Product, Research Products and Inhaled Products by or on behalf of GSK or its Affiliates or its or their sublicensees or subcontractors (other than by Liquidia pursuant to the Inhaled Plan), including Claims based upon product liability and intellectual property infringement, but excluding (i) use of PRINT and PRINT Tooling as transferred to GSK or its Third Party contract manufacturer and used in accordance with written instructions provided by Liquidia and (ii) Liquidia’s use of the PRINT Improvements that are licensed by GSK to Liquidia; (b) the breach of any of GSK’s obligations under this Agreement, including GSK’s representations and warranties set forth herein; (c) the willful misconduct or grossly negligent acts of GSK, its Affiliates or its or their sublicensees or subcontractors, or the officers, directors, employees, or agents of GSK or its Affiliates; or (d) the use by Liquidia of GSK Materials in accordance with handling and other written instructions provided by GSK in performing Liquidia’s activities under the Inhaled Plan and the negligent conduct of GSK’s activities under the Inhaled Plan. The foregoing indemnity obligation shall not apply to the extent that (i) the Liquidia Indemnitees fail to comply with the indemnification procedures set forth in Section 13.3 and GSK’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 13.1 for which Liquidia is obligated to indemnify the GSK Indemnitees. Indemnification related to the manufacture and supply of clinical supply of PRINT Materials and Research Products shall be provided for in the Development Supply Agreement described in Section 9.1(b) and indemnification related to the manufacture and supply of commercial supply of PRINT Materials and Research Products shall be provided for in the Commercial Supply Agreement, if any, described in Section 9.2.

Indemnification by GSK. GSK shall indemnify, defend, indemnify, and hold Liquidia and FivePrime, its Affiliates and their respective officers, directorsagents, employees, officers, directors and agents stockholders (the each a “Liquidia IndemniteesFivePrime Indemnitee”) harmless from and against any and all Losses arising out Third Party claims, suits, actions, demands, liabilities, expenses, and/or loss, including reasonable legal expense and attorneys’ fees (collectively, “FivePrime Losses”) to which any FivePrime Indemnitee may become subject as a result of any claim, demand, action, or resulting from other proceeding by any Claims person or entity other than a Party or its Affiliates to the extent that such Claims FivePrime Losses arise directly or indirectly out of, are based on, or result from: (a) the research, use, development, manufacture, commercialization, handling, storage or other disposition of Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. PRINT Materials, Research Materials, Liquidia Respiratory Product, Research Products and Inhaled Products by or on behalf of GSK or its Affiliates or its or their sublicensees or subcontractors (other than by Liquidia pursuant to the Inhaled Plan), including Claims based upon product liability and intellectual property infringement, but excluding (i) use of PRINT and PRINT Tooling as transferred to GSK GSK’s, its Affiliates’, sublicensees’, or its Third Party contract manufacturer and used in accordance with written instructions provided by Liquidia and (ii) Liquidia’s use of the PRINT Improvements that are licensed by GSK to Liquidia; (b) the breach of any subcontractors’ performance of GSK’s obligations under this Agreement, including GSK’s representations and warranties set forth herein; (cii) the willful misconduct or grossly negligent acts of practice by GSK, its Affiliates sublicensees, or its Affiliates of any license or their sublicensees sublicense granted to GSK hereunder, through the manufacture, use, sale, offer for sale or subcontractorsimportation of a Target or Licensed Product or otherwise; (iii) the manufacture, use, handling, storage, importation, exportation, sale, or the officersother disposition by GSK, directors, employees, or agents of GSK or its Affiliates, sublicensees, subcontractors or distributors of Licensed Product(s); or (div) the use by Liquidia a Third Party of any Licensed Product sold or otherwise provided by GSK, its Affiliates, sublicensees, subcontractors or distributors; (v) a material breach by GSK Materials in accordance with handling and or its Affiliates of any covenant, representation, warranty or other written instructions provided agreement made by GSK in performing Liquidia’s activities under this Agreement; or (vi) the Inhaled Plan and the negligent conduct of negligence or willful misconduct by GSK’s activities under the Inhaled Plan. The foregoing indemnity obligation shall not apply , its Affiliates, sublicensees, subcontractors or distributors; except, in each case, to the extent that such FivePrime Losses result from: (i) the Liquidia Indemnitees fail to comply with the indemnification procedures set forth breach by FivePrime, its Affiliates, sublicensees or subcontractors of any covenant, representation, warranty or other agreement made by FivePrime in Section 13.3 and GSK’s defense of the relevant Claims is prejudiced by such failurethis Agreement, or (ii) the negligence or intentional misconduct of any Claim arises from, is based on, or results from any activity set forth in Section 13.1 for which Liquidia is obligated to indemnify the GSK Indemnitees. Indemnification related to the manufacture and supply of clinical supply of PRINT Materials and Research Products shall be provided for in the Development Supply Agreement described in Section 9.1(b) and indemnification related to the manufacture and supply of commercial supply of PRINT Materials and Research Products shall be provided for in the Commercial Supply Agreement, if any, described in Section 9.2FivePrime Indemnitee.

Indemnification by GSK. GSK shall indemnify, defend, indemnify, and hold Liquidia and FivePrime, its Affiliates and their respective officers, directorsagents, employees, officers, directors and agents stockholders (the each a “Liquidia IndemniteesFivePrime Indemnitee”) harmless from and against any and all Losses arising out Third Party claims, suits, actions, demands, liabilities, expenses, or loss, including reasonable legal expense and attorneys’ fees (collectively, “FivePrime Losses”) to which any FivePrime Indemnitee may become subject as a result of any claim, demand, action, or resulting from other proceeding by any Claims person or entity other than a Party or its Affiliates to the extent that such Claims FivePrime Losses arise directly or indirectly out of, are based on, or result from: (a) the research, use, development, manufacture, commercialization, handling, storage or other disposition of Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. PRINT Materials, Research Materials, Liquidia Respiratory Product, Research Products and Inhaled Products by or on behalf of GSK or its Affiliates or its or their sublicensees or subcontractors (other than by Liquidia pursuant to the Inhaled Plan), including Claims based upon product liability and intellectual property infringement, but excluding (i) use of PRINT and PRINT Tooling as transferred to GSK GSK’s, its Affiliates’, sublicensees’, or its Third Party contract manufacturer and used in accordance with written instructions provided by Liquidia and (ii) Liquidia’s use of the PRINT Improvements that are licensed by GSK to Liquidia; (b) the breach of any subcontractors’ performance of GSK’s obligations under this Agreement, including GSK’s representations and warranties set forth herein; (cii) the willful misconduct or grossly negligent acts of practice by GSK, its Affiliates sublicensees, or its Affiliates of any license or their sublicensees sublicense granted to GSK hereunder, through the manufacture, use, sale, offer for sale or subcontractorsimportation of a Target or Licensed Product or otherwise; (iii) the manufacture, use, handling, storage, importation, exportation, sale, or the officersother disposition by GSK, directors, employees, or agents of GSK or its Affiliates, sublicensees, subcontractors or distributors of Licensed Product(s); or (div) the use by Liquidia a Third Party of any Licensed Product sold or otherwise provided by GSK, its Affiliates, sublicensees, subcontractors or distributors; (v) a material breach by GSK Materials in accordance with handling and or its Affiliates of any covenant, representation, warranty or other written instructions provided agreement made by GSK in performing Liquidia’s activities under this Agreement; or (vi) the Inhaled Plan and the negligent conduct of negligence or willful misconduct by GSK’s activities under the Inhaled Plan. The foregoing indemnity obligation shall not apply , its Affiliates, sublicensees, subcontractors or distributors; except, in each case, to the extent that such FivePrime Losses result from: (i) the Liquidia Indemnitees fail to comply with the indemnification procedures set forth breach by FivePrime, its Affiliates, sublicensees or subcontractors of any covenant, representation, warranty or other agreement made by FivePrime in Section 13.3 and GSK’s defense of the relevant Claims is prejudiced by such failurethis Agreement, or (ii) the negligence or intentional misconduct of any Claim arises from, is based on, or results from any activity set forth in Section 13.1 for which Liquidia is obligated to indemnify the GSK Indemnitees. Indemnification related to the manufacture and supply of clinical supply of PRINT Materials and Research Products shall be provided for in the Development Supply Agreement described in Section 9.1(b) and indemnification related to the manufacture and supply of commercial supply of PRINT Materials and Research Products shall be provided for in the Commercial Supply Agreement, if any, described in Section 9.2FivePrime Indemnitee.

Indemnification by GSK. GSK shall defendagrees to defend the Idenix Indemnitees, indemnifyat GSK’s cost and expense, and will indemnify and hold Liquidia and its Affiliates and their respective officers, directors, employees, and agents (harmless the “Liquidia Indemnitees”) harmless Idenix Indemnitees from and against any and all Losses losses, costs, damages, fees or expenses (“Losses”) relating to or in connection with a Third Party claim arising out of or resulting from any Claims to the extent that such Claims arise out of, are based on, or result from: (a) the research, use, development, manufacture, commercialization, handling, storage or other disposition of Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 Exploitation of the Securities Exchange Act of 1934, as amended. PRINT Materials, Research Materials, Liquidia Respiratory Product, Research Products and Inhaled Licensed Compounds or Products by or on behalf of GSK or GSK, its Affiliates or its or their sublicensees or subcontractors (other than by Liquidia pursuant to the Inhaled Plan)Sublicensees, including Claims based upon product liability and intellectual property any 34 claim of infringement, but excluding (i) unauthorized use or misappropriation of PRINT and PRINT Tooling as transferred any Third Party’s Intellectual Property Right or any actual or alleged death, personal bodily injury, damage to GSK real or its Third Party contract manufacturer and used in accordance with written instructions provided by Liquidia and (ii) Liquidia’s tangible personal property claimed to result, directly or indirectly, from the manufacture, possession, use of the PRINT Improvements that are licensed by GSK to Liquidiaor consumption of, or treatment with, such Licensed Compounds or Products; (b) the any breach by GSK of any of GSK’s obligations its representations, warranties or covenants made under this Agreement, including GSK’s representations and warranties set forth herein; or (c) the any negligent act or omission or willful misconduct or grossly negligent acts of GSK, its Affiliates or its Sublicensees or any of their sublicensees or subcontractors, or the officers, directors, employees, contractors or agents of GSK or its Affiliates; or (d) the use by Liquidia of GSK Materials in accordance with handling and other written instructions provided by GSK agents, in performing Liquidia’s activities under the Inhaled Plan and the negligent conduct of GSK’s activities obligations or exercising GSK’s rights under this Agreement; provided, however, that the Inhaled Plan. The foregoing indemnity obligation shall not apply to the extent that any such Losses are attributable to (i) any breach by Idenix of its representations, warranties or covenants made under this Agreement or (i) the Liquidia Indemnitees fail to comply with negligence or willful misconduct of the indemnification procedures set forth Idenix Indemnitees. In the event of any such claim against any Idenix Indemnitee, Idenix shall promptly notify GSK in Section 13.3 writing of the claim and GSK’s GSK shall manage and control, at its sole expense, the defense of the claim and its settlement. The relevant Claims is prejudiced Idenix Indemnitees shall cooperate with GSK and may, at such Idenix Indemnitees’ option and expense, be represented in any such action or proceeding. GSK shall not be liable for any settlements, litigation costs or expenses incurred by such failureany Idenix Indemnitees without GSK’s written authorization. Without the prior written consent of Idenix, or (ii) GSK shall not enter into any Claim arises from, is based on, or results from any activity set forth in Section 13.1 for which Liquidia is obligated to indemnify the GSK Indemnitees. Indemnification related settlement with respect to the manufacture and supply of clinical supply of PRINT Materials and Research Products shall be provided for in the Development Supply Agreement described in Section 9.1(b) and indemnification related to the manufacture and supply of commercial supply of PRINT Materials and Research Products shall be provided for in the Commercial Supply Agreement, if any, described in Section 9.2Idenix Patent Rights.

Indemnification by GSK. GSK shall defend, will indemnify, defend and hold Liquidia Allergan, and its Affiliates and their respective officers, directors, agents, employees, and agents Affiliates (collectively, the “Liquidia Indemnitees”) "ALLERGAN INDEMNITEES"), harmless from and against any and all Losses Claim of a Third Party arising out of or resulting from in connection with (i) the material breach by GSK of any Claims of its representations, warranties, covenants or obligations under this Agreement; (ii) any activities by any GSK Indemnitee that violate any Applicable Law or are inconsistent with the Marketing Plan, the Product Promotional Materials or what has been approved by the JCC; (iii) any theory of product liability concerning the development, testing, manufacture, promotion (but only to the extent that such Claims do not arise out ofof conduct covered by Allergan's indemnification obligations set forth in SECTION 11.1 (INDEMNIFICATION BY ALLERGAN)), sale or use of the Product by GSK, its Affiliates or its sublicensees; (iv) any Claims brought by or on behalf of any GSK PSR, GSK District Manager or member of GSK's Sales Management Team in connection with their employment or the performance of GSK's obligations under this Agreement; (v) any negligent act or omission of any GSK Indemnitee in the performance of any obligation under this Agreement; (vi) any activities or omissions of any GSK Indemnitee unrelated to the Promotion of Product under this Agreement, whether inside or outside the Territory; and (vii) any Claims that relate to any GSK arrangement under this Agreement with an Affiliate or a Third Party other than Allergan to co-promote the Product in the Territory; provided, however, that in each of (i) through (vii), GSK will have no liability as set forth in this SECTION 11.2 to the extent such Claims are based onthe responsibility of Allergan under SECTION 11.1 (INDEMNIFICATION BY ALLERGAN). *** Certain confidential information contained in this document, or result from: (a) the researchmarked with 3 asterisks, use, development, manufacture, commercialization, handling, storage or other disposition of Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. PRINT Materials, Research Materials, Liquidia Respiratory Product, Research Products and Inhaled Products by or on behalf of GSK or its Affiliates or its or their sublicensees or subcontractors (other than by Liquidia pursuant to the Inhaled Plan), including Claims based upon product liability and intellectual property infringement, but excluding (i) use of PRINT and PRINT Tooling as transferred to GSK or its Third Party contract manufacturer and used in accordance with written instructions provided by Liquidia and (ii) Liquidia’s use of the PRINT Improvements that are licensed by GSK to Liquidia; (b) the breach of any of GSK’s obligations under this Agreement, including GSK’s representations and warranties set forth herein; (c) the willful misconduct or grossly negligent acts of GSK, its Affiliates or its or their sublicensees or subcontractors, or the officers, directors, employees, or agents of GSK or its Affiliates; or (d) the use by Liquidia of GSK Materials in accordance with handling and other written instructions provided by GSK in performing Liquidia’s activities under the Inhaled Plan and the negligent conduct of GSK’s activities under the Inhaled Plan. The foregoing indemnity obligation shall not apply to the extent that (i) the Liquidia Indemnitees fail to comply with the indemnification procedures set forth in Section 13.3 and GSK’s defense of the relevant Claims is prejudiced by such failure, or (ii) any Claim arises from, is based on, or results from any activity set forth in Section 13.1 for which Liquidia is obligated to indemnify the GSK Indemnitees. Indemnification related to the manufacture and supply of clinical supply of PRINT Materials and Research Products shall be provided for in the Development Supply Agreement described in Section 9.1(b) and indemnification related to the manufacture and supply of commercial supply of PRINT Materials and Research Products shall be provided for in the Commercial Supply Agreement, if any, described in Section 9.2.

Indemnification by GSK. GSK shall defend, indemnify, agrees to indemnify and hold Liquidia harmless Exelixis (and its Affiliates and their respective officers, directors, employeesAffiliates and agents), and agents (the “Liquidia Indemnitees”) harmless from and against any and all Losses arising out losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) to which any of them may become subject (under the Securities Act or resulting from any Claims to the extent that otherwise) insofar as such Claims losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof) arise out of, or are based onupon any untrue statement or omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in the Registration Statements (on the respective effective dates thereof), or result from: (a) the researchrelated prospectuses and any amendments or supplements thereto, use, development, manufacture, commercialization, handling, storage or other disposition of Confidential treatment has been requested made in reliance upon and in conformity with respect written information furnished to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. PRINT Materials, Research Materials, Liquidia Respiratory Product, Research Products and Inhaled Products Exelixis by or on behalf of GSK or its Affiliates or its or their sublicensees or subcontractors (other than by Liquidia pursuant to specifically for use in preparation of such document; provided, however, that the Inhaled Plan), including Claims based upon product liability and intellectual property infringement, but excluding (i) use of PRINT and PRINT Tooling as transferred to GSK or its Third Party contract manufacturer and used indemnity agreement contained in accordance with written instructions provided by Liquidia and (ii) Liquidia’s use of the PRINT Improvements that are licensed by GSK to Liquidia; (b) the breach of any of GSK’s obligations under this Agreement, including GSK’s representations and warranties set forth herein; (c) the willful misconduct or grossly negligent acts of GSK, its Affiliates or its or their sublicensees or subcontractors, or the officers, directors, employees, or agents of GSK or its Affiliates; or (d) the use by Liquidia of GSK Materials in accordance with handling and other written instructions provided by GSK in performing Liquidia’s activities under the Inhaled Plan and the negligent conduct of GSK’s activities under the Inhaled Plan. The foregoing indemnity obligation Section 7.1.6 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense, if such settlement is effected without the extent consent of GSK (which such consent shall not be unreasonably withheld) and that GSK shall not be liable in any such case for any (iA) untrue statement or omission in the Liquidia Indemnitees fail Registration Statements or the related prospectuses and any amendments or supplements thereto, which statement or omission has been corrected, in writing, by GSK and delivered to comply with Exelixis ten (10) days before the indemnification procedures set forth in Section 13.3 and GSK’s defense of the relevant Claims is prejudiced by sale from which such failureloss occurred, or (iiB) untrue statement or omission in the related prospectuses and any Claim arises from, amendments or supplements thereto or that is based oncorrected in any subsequent prospectus, or results from any activity set forth in Section 13.1 for which Liquidia is obligated amendment or supplement thereto, and delivered to indemnify the GSK Indemnitees. Indemnification related prior to the manufacture and supply of clinical supply of PRINT Materials and Research Products shall be provided sale or sales from which a loss or liability arose. GSK shall, as incurred, reimburse the indemnified parties herein for any legal or other expenses reasonably incurred in the Development Supply Agreement described investigating, defending or preparing to defend any such claims, actions or proceedings in Section 9.1(b) and indemnification related to the manufacture and supply of commercial supply of PRINT Materials and Research Products shall be provided for in the Commercial Supply Agreement, if any, described in Section 9.2respect thereof.

Indemnification by GSK. GSK shall defend, indemnifyindemnify and hold harmless HGS, its Affiliates, and hold Liquidia and each of its Affiliates and or their respective directors, officers, directorsshareholders, employeesagents and employees (collectively, and agents (the “Liquidia HGS Indemnitees”) harmless ), from and against any and all Losses liability, loss, damages, costs and expenses, including reasonable attorneys’ fees and expenses (“Costs”) resulting from any lawsuit or other legal proceeding brought by a Third Party asserting any legal claim, demand, or judgment (“Claims”) (i) arising out of the negligence or resulting from any Claims to misconduct in the extent that such Claims arise out ofhandling, are based onstorage, or result from: (a) the researchtesting, transportation, advertising, promotion, distribution, sale, use, development, manufacture, commercialization, handling, storage treatment or other disposition of Confidential treatment has been requested with respect to portions of this agreement as indicated by “[***]” and such confidential portions have been deleted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 disposal of the Securities Exchange Act of 1934Collaboration Product by, as amended. PRINT Materials, Research Materials, Liquidia Respiratory Product, Research Products and Inhaled Products by or on behalf of or through GSK or its Affiliates or its or their sublicensees or subcontractors (other than by Liquidia pursuant to the Inhaled Plan), including Claims based upon product liability and intellectual property infringement, but excluding (i) use of PRINT and PRINT Tooling as transferred to GSK or its any Third Party contract manufacturer and used in accordance with written instructions provided granted rights by Liquidia and GSK hereunder; (ii) Liquidia’s use the violation of the PRINT Improvements that are licensed any applicable federal, state or local law or regulation by any GSK Indemnitee, or (iii) a breach by GSK to Liquidia; (b) the breach of any of GSK’s obligations under this Agreementits representations, including GSK’s representations and warranties set forth herein; (c) the willful misconduct or grossly negligent acts of GSK, its Affiliates or its or their sublicensees or subcontractorscovenants hereunder, or the officers, directors, employees, or agents of GSK or its Affiliates; or (div) the use by Liquidia of GSK Materials in accordance with handling and other written instructions provided failure by GSK in performing Liquidia’s activities under the Inhaled Plan and the negligent conduct of GSK’s activities under the Inhaled Plan. The foregoing indemnity obligation shall not apply to the extent that (i) the Liquidia Indemnitees fail to comply with the indemnification procedures set forth in terms of any safety data exchange agreement to be entered into by the Parties pursuant to Section 13.3 and GSK’s 8.4.2; provided, however, the indemnity provided hereunder shall not under any circumstances extend to any Cost or Claim asserted against an HGS Indemnitee to the extent such Cost or Claim is attributable to the gross negligence, willful misconduct or material breach of this Agreement of or by any such HGS Indemnitee or to the extent subject to indemnity by HGS pursuant to Section 14.2 below. GSK shall have the exclusive right to control the defense of any action which is to be indemnified by GSK hereunder, including the relevant Claims is prejudiced by right to select counsel reasonably acceptable to HGS to defend HGS Indemnitees and to settle such failureaction; provided that, without the written consent of HGS (which shall not be unreasonably withheld or (ii) delayed), GSK shall not agree to settle any Claim arises from, is based on, or results from any activity set forth in Section 13.1 for which Liquidia is obligated to indemnify the GSK Indemnitees. Indemnification related claim against an HGS Indemnitee to the manufacture and supply extent such claim has a material adverse effect on HGS or such settlement consists of clinical supply obligations other than the payment of PRINT Materials and Research Products shall be provided for in the Development Supply Agreement described in Section 9.1(b) and indemnification related to the manufacture and supply of commercial supply of PRINT Materials and Research Products shall be provided for in the Commercial Supply Agreement, if any, described in Section 9.2money.