“ITEOS Indemnitees” has the meaning set forth in [Section 15.1.2] (Indemnification by GSK).

Indemnification by GSK. GSK hereby agrees to indemnify, defend and hold harmless IDEAYA and its Affiliates and their respective directors, officers, employees and agents, and the respective successors and assigns of any of the foregoing (“IDEAYA Indemnitees”), from and against any and all Losses asserted by a Third Party to the extent arising from # any inaccuracy as of the date when made of any of GSK’s representations and warranties hereunder, # a GSK Indemnitee’s breach of this Agreement, gross negligence or willful misconduct, # a GSK’s or any of the GSK Indemnitee’s failure to abide by any Applicable Law, or # the Development, Commercialization, or other exploitation of the Licensed Compounds and Licensed Products by GSK pursuant to this Agreement, except to the extent such Losses arise out of # Product Claims relating to or asserted in the Profit-Sharing Territory other than to the extent attributable to gross negligence or willful misconduct of GSK or its Affiliates, Sublicensees or Third Party contractors, or # the conduct described in [Section 14.1.1(i)]–(iv) above.

Termination by GSK for Convenience. GSK will have the right, at its sole discretion, to terminate this Agreement in its entirety or as to one or more Licensed Products # upon not less than ​’ prior written notice to ITEOS if such notice is provided prior to receipt of the first Regulatory Approval for a Licensed Product, and # upon not less than ​’ prior written notice to ITEOS if such notice is provided following receipt of the first Regulatory Approval for a Licensed Product.

“GSK Indemnitees” has the meaning set forth in [Section 15.1.1] (Indemnification by ITEOS).

Termination by GSK for Convenience. GSK shall have the right, at its sole discretion, exercisable at any time during the Term to terminate this Agreement with respect to one or more Targets against which the relevant Licensed Compounds or Licensed Products upon ninety (90) days prior written notice to IDEAYA hereunder. In addition, GSK shall have the right, at its sole discretion, exercisable at any time during the Term to terminate this Agreement in its entirety upon ninety (90) days prior written notice to IDEAYA hereunder.

Indemnification by GSK. GSK hereby agrees to indemnify, defend and hold harmless ITEOS and its Affiliates and their respective directors, officers, employees and agents, and the respective successors and assigns of any of the foregoing (“ITEOS Indemnitees”), from and against any and all Losses asserted by a Third Party to the extent arising from # any inaccuracy as of the date when made of any of GSK’s representations and warranties hereunder, # a GSK Indemnitee’s breach of this Agreement, gross negligence or willful misconduct, or # the Development, Commercialization or other Exploitation of the Licensed Antibodies and Licensed Products by or on behalf of GSK or its Affiliates pursuant to this Agreement, except to the extent such Losses arise out of # Product Claims relating to or asserted in the Profit-Sharing Territory other than to the extent attributable to gross negligence or willful misconduct of ITEOS or its Affiliates, Sublicensees or Third Party contractors, or # the conduct described in [Section 15.1.1(a)]–(b) (Indemnification by ITEOS) above.

Ownership by GSK. Subject to [Section 11.1.5(b)] (Joint Ownership), GSK shall be the sole owner of all rights, title and interests in and to any Know-How (whether or not patentable) and Patents claiming such Know‑How first invented, discovered, created or developed # solely by GSK, or by its Affiliates or a Third Party, in each case acting on behalf of GSK, in the performance of activities under this Agreement, (it being understood that any activities carried out by or on behalf of ITEOS under this Agreement shall not be construed or interpreted to be carried out by or on behalf of GSK for purposes hereof), excluding all Joint Arising Technology, and # regardless of inventorship, in the performance of activities by or on behalf of either Party, or the Parties jointly, under this Agreement at any time during the Term that, with respect to Know-How, solely relate to, and with respect to Patents, solely claim Know-How solely related to, any Other Component Controlled by GSK or any of its Affiliates, in each case ((a) and (b)), (such Know-How the “GSK Arising Know-How”, and such Patents that Cover such GSK Arising Know-How, the “GSK Arising Patents”), and GSK shall retain all of its rights, title and interests thereto, except to the extent that any rights or licenses are expressly granted hereunder by GSK to ITEOS under this Agreement. ITEOS hereby assigns, and agrees to assign, to GSK all of its rights, title and interests in and to the GSK Arising Know-How and GSK Arising Patents.

Publications by GSK. Subject to this [Section 9.6] and [Section 9.7], as between the Parties, GSK shall control all scientific publications relating to all activities undertaken under this Agreement after completion of each Collaboration Program and after the Option Closing Date (if applicable) for the relevant Licensed Compounds and Licensed Products, which publications shall not require the prior written approval of IDEAYA. For clarity, except as may be set forth in the [[Unknown Identifier]] CTCSA, GSK shall not publish any information regarding the activities conducted under the [[Unknown Identifier]] Program or during the Interim [[Unknown Identifier]] Operating Period without the prior written approval of IDEAYA, and IDEAYA shall have the right to make such publications and other disclosures about its activities conducted under the [[Unknown Identifier]] Program or Interim [[Unknown Identifier]] Operating Period at its sole discretion.

GSK Patents. GSK shall have the right to pursue and direct, at its own cost and discretion, the preparation, filing, prosecution and maintenance of GSK Existing Patents and any other Patents Controlled by GSK and used in the performance of this Agreement excluding Subject Patents (the “GSK Patents”) and shall have no obligation to keep IDEAYA informed with respect to such activities.

No Indemnification Claims. Seller has not given any notice to GSK regarding any claims for indemnification under [Section 8.4] of the GSK Agreement, to the extent related to or involving Zolgensma.