Common use of Indemnification by Vertex Clause in Contracts

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. Subject to Section 8.1.39.1.3, 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 8.1.29.1.2, as to such claim each Party will indemnify the other to the extent of their respective liability.

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)–(ca)-(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. Subject to Section 8.1.39.1.3, 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)–(ca)-(c)), to the extent such claim results from or arises out of an event described in clause (a) through (b) of Section 8.1.29.1.2, as to such claim each Party will indemnify the other to the extent of their respective liability.

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 (“Third Party Claim”) resulting from or arising out of: (a) the Exploitation of any Licensed Agent or Product by, on behalf of, or under the authority of, VertexVertex (other than by any Company Indemnified Party); (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 intentional acts of Vertex or any other Vertex Indemnified Party; and except, in each case ((a)–(c)), to the extent such claim Third Party Claim results from or arises out of an event described in clause (a) through (bc) of Section 8.1.2, as to such claim which Third Party Claim each Party will shall indemnify the other to the extent of their respective liability.