Common use of Indemnification by Codexis Clause in Contracts

Indemnification by Codexis. Codexis shall indemnify, defend and hold Dyadic and its Affiliates, agents, employees, officers, and directors (the “Dyadic Indemnitees”) harmless from and against any and all liability, damage, loss, cost, or expense (including without limitation reasonable attorneys’ fees) arising out of Third Party claims or suits related to: (a) breach by Codexis of any of its representations, warranties, or covenants under this Agreement; (b) the negligence or willful misconduct of Codexis or its Affiliates, and its or their directors, officers, agents, employees, or consultants; and (c) any exploitation by, or under the authority of, Codexis of the licenses granted under Section 2.1 (including by any Affiliate or sublicensee); provided, however, that Codexis’ obligations pursuant to this Section 7.1 will not apply to the extent such claims or suits result from (i) any claim or suit by a Third Party that use or exploitation of the Dyadic Materials as delivered to Codexis infringe intellectual property rights of such Third Party except with respect to any such claim or suit that is a consequence of actions by Codexis to modify or derivatize such Dyadic Materials, the combination of such Dyadic Materials with other materials or (ii) the negligence or willful misconduct of any of the Dyadic Indemnitees or breach by Dyadic of its representations, warranties, or covenants set forth in this Agreement, or to the extent that Dyadic has indemnification obligations with respect to such claims or suits under Section 7.2.