Common use of Indemnification by GSK Clause in Contracts

Indemnification by GSK. GSK will defend, indemnify and hold harmless Surface, its Affiliates and their respective directors, officers, employees and agents (each, a “Surface Indemnified Party”) from, against and in respect of any and all Third Party Losses incurred or suffered by any Surface Indemnified Party to the extent resulting from: (a) any breach of any representation or warranty made by GSK in this Agreement, or any breach by GSK of any obligation, covenant or agreement in this Agreement, (b) the gross negligence or willful misconduct of, or violation of Laws by, GSK, any of its Affiliates, its or their Sublicensees or subcontractors, or any of their respective directors, officers, employees and agents, in performing GSK’s obligations or exercising GSK’s rights under this Agreement, (c) the Development, Commercialization (including promotion, advertising, offering for sale, sale or other disposition), transfer, importation or exportation, Manufacture, labeling, handling or storage, or use of, or exposure to, the Licensed Antibody or any Licensed Products by or for GSK or any of its Affiliates, its or their Sublicensees, subcontractors, agents and consultants or contractors; or (d) GSK’s (or its Affiliates’ and Sublicensees’) use or practice of the Licensed Technology; provided, however, that GSK’s obligations pursuant to this Section 11.2 will not apply to the extent such Third Party Losses result from Third Party Losses for which Surface has an obligation to indemnify GSK pursuant to Section 11.1.

Indemnification by GSK. 10.2.1 GSK will defendshall indemnify, indemnify defend and hold harmless SurfaceKineMed, its Affiliates and their respective directorsagents, employees, officers, employees directors and agents stockholders (each, each a “Surface Indemnified PartyKineMed Indemnitee”) from, harmless from and against and in respect of any and all Third Party Losses incurred or suffered Losses, to which any KineMed Indemnitee may become subject as a result of any Claim(s) by any Surface Indemnified a Third Party to the extent resulting fromsuch Claims arise out of: (a) any breach the negligence, recklessness or wrongful intentional acts or omissions of any representation or warranty made by GSK in this Agreement, or any breach by GSK of any obligation, covenant or agreement in this Agreement, (b) the gross negligence or willful misconduct of, or violation of Laws by, GSK, any of and/or its Affiliates, Affiliates and/or its or their Sublicensees or subcontractors, or any of their respective directors, officers, employees and agents, in performing connection with GSK’s performance of its obligations or exercising GSK’s exercise of its rights under this Agreement ; (b) the material breach by GSK, its Affiliates, its licensees or contractors of any covenant or other agreement made by GSK in this Agreement, ; (c) the Developmenthandling or storage of Program Biomarkers by GSK, Commercialization its Affiliates, licensees, or contractors; (including promotiond) the research, advertisingdevelopment, making, having made, using, selling, offering for sale, sale or other disposition), transfer, importation or exportation, Manufacture, labeling, handling or storage, or use of, or exposure to, the Licensed Antibody or any Licensed importing of GSK Products by or for GSK or any of its Affiliates, its or their Sublicensees, subcontractors, agents and consultants or contractors; or (de) GSK’s (the negligence or willful misconduct of GSK or its Affiliates’ and Sublicensees’) use or practice of the Licensed Technology; providedexcept, howeverin each case above, that GSK’s obligations pursuant to this Section 11.2 will not apply to the extent such Third Party Losses result Claim arose out of or resulted from Third Party Losses for which Surface has an obligation or is attributable to indemnify GSK pursuant to Section 11.1the negligence, recklessness or wrongful intentional acts or omissions of KineMed, its sublicensees or contractors, or its or their respective directors, officers, employees and agents, or the material breach of any representation or warranty or express covenant made by KineMed hereunder.