Common use of Indemnification by Vertex Clause in Contracts

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.