Common use of Indemnification by Vertex Clause in Contracts

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 shall will indemnify and hold MITSUBISHI, NOVARTIS and its Affiliates, and their employees, officers, officers and directors and agents harmless from and against any loss, damagedamages, action, suit, claim, demand, liability, judgmentexpense, cost bodily injury, death or expense property damage (a “"Loss”"), that may be brought, instituted or arise against or be incurred by such Persons 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 Substancea Compound, a Compound Development Candidate, a Drug Product Candidate or a Drug Product by VERTEX, VERTEX or its Affiliates, the VERTEX Licensees Affiliates or their representatives, agents, authorized sublicensees or subcontractors under this Research 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 Research Agreement; provided, and (c) 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, NOVARTIS or its Affiliates, or their employees, officers, directors, agents, representatives, licensees, sublicensees or subcontractors.

Indemnification by Vertex. VERTEX shall will indemnify and hold MITSUBISHI, NOVARTIS and its Affiliates, and their employees, officers, officers and directors and agents harmless from and against any loss, damagedamages, action, suit, claim, demand, liability, judgmentexpense, cost bodily injury, death or expense property damage (a “"Loss”"), that may be brought, instituted or arise against or be incurred by such Persons 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 Substancea Compound, a Compound Development Candidate, a Drug Candidate, a Drug Product Candidate or a Drug Product by VERTEX, VERTEX or its Affiliates, the VERTEX Licensees Affiliates or their representatives, agents, authorized 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, and (c) 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, NOVARTIS or its Affiliates, or their employees, officers, directors, agents, representatives, licensees, sublicensees or subcontractors.