Indemnification by Vertex. Vertex will indemnify and hold CFFT and its Affiliates, and their employees, officers and directors harmless against any loss, damages, action, suit, claim, demand, liability, expense, bodily injury, death or property damage (a “Loss”), that may be brought, instituted or arise against or be incurred by such persons to the extent such Loss is based on or arises out of:
(a) the development, manufacture, use, sale, storage or handling of a Compound, a Development Candidate, a Drug Product Candidate or a Drug Product by VERTEX or its Affiliates or their representatives, agents, authorized licensees, sublicensees or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom; or
(b) the breach by Vertex of any of its covenants, representations or warranties set forth in this Agreement; and
(c) provided however, that the foregoing indemnification shall not apply to any Loss to the extent such Loss is caused by the negligent or willful misconduct of CFFT or its Affiliates.
Indemnification by Vertex. Subject to Section 8.1.3, Vertex will indemnify Company, its Affiliates, and its and its Affiliates’ employees, officers and directors (each, a “Company Indemnified Party”) from and against any liability, loss, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the Company Indemnified Party may incur or otherwise be required to pay to one or more Third Parties in connection with any Third Party suit, investigation, claim or demand resulting from or arising out of:
(a) the Exploitation of any Licensed Agent or Product by, on behalf of, or under the authority of, Vertex;
(b) the breach by Vertex of any of its representations, warranties or covenants set forth in this Agreement; or
(c) the gross negligence or willful misconduct of Vertex or any Vertex Indemnified Party; and except, in each case ((a)–(c)), to the extent such claim results from or arises out of an event described in clause (a) through (b) of Section 8.1.2, as to such claim each Party will indemnify the other to the extent of their respective liability.
Indemnification by Vertex. VERTEX shall indemnify and hold MITSUBISHI, its Affiliates, and their employees, officers, directors and agents harmless from and against any loss, damage, action, suit, claim, demand, liability, judgment, cost or expense (a “Loss”), that may be brought, instituted or arise against or be incurred by such Persons to the extent such Loss is based on or arises out of:
(a) the development, manufacture, use, sale, importation, offer to sell, storage or handling of Bulk Drug Substance, a Compound or a Drug Product by VERTEX, its Affiliates, the VERTEX Licensees or their representatives, agents, sublicensees or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom (with the exception of Losses based on infringement or misappropriation of intellectual property rights); or
(b) the breach by VERTEX of any of its covenants, representations or warranties set forth in this Agreement; provided, however, that the foregoing indemnification and hold harmless obligation shall not apply to any Loss to the extent such Loss is caused by the negligent or willful misconduct of MITSUBISHI, its Affiliates, or their employees, officers, directors, agents, representatives, licensees, sublicensees or subcontractors.
Indemnification by Vertex. Vertex will indemnify, defend and hold harmless each CRISPR Indemnified Party from and against any and all Liability that the CRISPR Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:
(a) [***]; or
(b) [***]; except, in each case ((a)-(b)), to the extent CRISPR is required to indemnify Vertex pursuant to Section 16.2.
Indemnification by Vertex. Vertex will indemnify, defend and hold harmless CRISPR, each of its Affiliates, and each of its and its Affiliates’ employees, officers, directors and agents (each, an “CRISPR Indemnified Party”) from and against any and all liability, loss, damage, expense (including reasonable attorneys’ fees and expenses) and cost (collectively, a “Liability”) that the CRISPR Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:
10.1.1 any claims of any nature arising out of the Research, Development, Manufacture, Commercialization or use of any Licensed Agent or Product by, on behalf of, or under the authority of, Vertex (other than by any CRISPR Indemnified Party), other than (a) claims by Third Parties relating to misappropriation of trade secrets or other intellectual property rights arising out of the exercise of rights under the Licensed Know-How, or (b) claims for which CRISPR is required to indemnify Vertex pursuant to Section 10.2; or
10.1.2 the material breach by Vertex of any of its representations, warranties or covenants set forth in this Agreement, except to the extent caused by the negligence or intentional acts of CRISPR or any CRISPR Indemnified Party.
Indemnification by Vertex. Except to the extent due to the negligence or willful misconduct of Xxxxxxx or its Affiliates, and subject to Section 12.3.5, Vertex shall indemnify, defend and hold Xxxxxxx and its Affiliates, and their respective directors, officers, employees and agents, harmless from and against any claims of damages (except to the extent arising from any claims of intellectual property infringement), bodily injury, death, or property damage made by a Third Party (a “Third Party Claim”) to the extent arising from: (i) the negligence or willful misconduct of Vertex under this Agreement or the Supply Agreement; (ii) the material breach by Vertex of any material warranty, representation or obligation of Vertex under this Agreement; or (iii) any product liability claims related to the Product and arising from Commercialization in North America and the Far East.
Indemnification by Vertex. Vertex will indemnify, defend and hold harmless each CRISPR Indemnified Party from and against any and all Liability that the CRISPR Indemnified Party may be required to pay to one or more Third Parties to the extent resulting from or arising out of:
13.1.1. [***];
13.1.2. [***]; except, in each case, to the extent CRISPR is required to indemnify Vertex pursuant to Section 13.2.
Indemnification by Vertex. Except for any actions or liabilities arising out of infringement of Third Party patent rights addressed by Section
Indemnification by Vertex. Vertex will indemnify Company, its Affiliates, and its and its Affiliates’ employees, officers and directors (each, a “Company Indemnified Party”) from and against any liability, loss, damage or expense (including reasonable attorneys’ fees and expenses) (collectively, “Liability”) that the Company Indemnified Party may incur or otherwise be required to pay to one or more Third Parties in connection with any Third Party suit, investigation, claim or demand to the extent attributable to, resulting from or arising out of:
(a) any claims arising out of the Research, Development, Manufacture, Commercialization or use of any Capsid or Product by, on behalf of, or under the authority of, Vertex (other than by any Company Indemnified Party) or any of its Affiliates or any of its or their Sublicensees, other than (i) claims by one or more Third Parties relating to Patent infringement arising out of the practice of the Licensed Patents within the Field in accordance with the license rights as expressly granted under and in accordance with the terms and conditions of this Agreement, or (ii) claims by Third Parties relating to misappropriation of trade secrets or other intellectual property rights arising out of the practice of the Licensed Know-How within the Field in accordance with the license rights as expressly granted under and in accordance with the terms and conditions of this Agreement;
(b) the material breach by Vertex of any of its representations, warranties or covenants set forth in this Agreement; or
(c) the negligence or intentional acts of Vertex or any Vertex Indemnified Party; and except, in each case ((a)-(c)), to the extent such claims fall within the scope of Company’s indemnification obligations under Section 8.1.2.
Indemnification by Vertex. Vertex will defend, indemnify and hold harmless Xxxxx and its Affiliates and each of their officers, directors, shareholders, employees, agents, successors and assigns (“Xxxxx Indemnitees”) from and against all Claims of Third Parties, and all associated damages and losses resulting therefrom, to the extent arising out of any material breach by Vertex of its obligations under this Agreement. Notwithstanding the foregoing, Vertex will have no obligation under this Agreement to indemnify, defend or hold harmless any Xxxxx Indemnitees with respect to any such Claims and Losses to the extent that Xxxxx is obligated to indemnify Vertex for such Claim pursuant to Section 11.1. Notwithstanding anything to the contrary in this Agreement, the indemnification provided in this Section 11.2 will be Xxxxx’x sole and exclusive remedy, and Vertex’s entire liability for, any and all claims, Third Party or otherwise, arising out of or relating to this Agreement or any of the rights granted herein.
