Common use of Indemnification by Vertex Clause in Contracts

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. Vertex VERTEX will indemnify and hold CFFT SCHERING 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 Program Compound, a Development Candidate, a Drug Product Candidate or a Drug Product by VERTEX or its Affiliates or their representatives, agents, authorized licensees, sublicensees agents or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefrom; or therefrom (with the exception of Losses based on infringement or misappropriation of intellectual property rights), or (b) the breach by Vertex 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 SCHERING or its Affiliates.

Indemnification by Vertex. Vertex VERTEX will indemnify and hold CFFT SCHERING 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 Program Compound, a Development Candidate, a Drug Product Candidate or a Drug Product by VERTEX or its Affiliates or their representatives, agents, authorized licensees, sublicensees agents or subcontractors under this Agreement, or any actual or alleged violation of law resulting therefromtherefrom (with the exception of Losses based on infringement or misappropriation of intellectual property rights); or or (b) the breach by Vertex 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 SCHERING or its Affiliates.

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.