QUARTER COVERED BY SUCH REPORT.
7.2
ACCOUNTING - LICENSEE AGREES TO KEEP AND
MAINTAIN RECORDS FOR A PERIOD OF THREE (3) YEARS SHOWING THE SUBLICENSES GRANTED
AND THE MANUFACTURE, SALE, USE, AND OTHER DISPOSITION OF PRODUCTS SOLD OR
OTHERWISE DISPOSED OF UNDER THE LICENSE HEREIN GRANTED.
SUCH RECORDS WILL
INCLUDE GENERAL LEDGER RECORDS SHOWING CASH RECEIPTS AND EXPENSES, AND RECORDS
WHICH INCLUDE PRODUCTION RECORDS, CUSTOMERS, SERIAL NUMBERS, AND RELATED
INFORMATION IN SUFFICIENT DETAIL TO ENABLE THE ROYALTIES PAYABLE HEREUNDER BY
LICENSEE TO BE DETERMINED.
LICENSEE FURTHER AGREES TO PERMIT ITS BOOKS AND
RECORDS TO BE EXAMINED BY STANFORD FROM TIME TO TIME TO THE EXTENT NECESSARY TO
VERIFY REPORTS PROVIDED FOR IN PARAGRAPH 7.1.
SUCH EXAMINATION IS TO BE MADE BY
STANFORD OR ITS DESIGNEE, AT THE EXPENSE OF STANFORD, EXCEPT IN THE EVENT THAT
THE RESULTS OF THE AUDIT REVEAL AN UNDERREPORTING OF ROYALTIES DUE STANFORD OF
FIVE PERCENT (5%) OR MORE, THEN THE AUDIT COSTS SHALL BE PAID BY LICENSEE.
8.
NEGATION OF WARRANTIES
8.1
NOTHING IN THIS AGREEMENT IS OR SHALL BE
CONSTRUED AS:
(A)
A WARRANTY OR REPRESENTATION BY STANFORD AS
TO THE VALIDITY OR SCOPE OF ANY LICENSED PATENT(S);
5
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act.
(B)
A WARRANTY OR REPRESENTATION THAT ANYTHING
MADE, USED, SOLD, OR OTHERWISE DISPOSED OF UNDER ANY LICENSE GRANTED IN THIS
AGREEMENT IS OR WILL BE FREE FROM INFRINGEMENT OF PATENTS, COPYRIGHTS, AND OTHER
RIGHTS OF THIRD PARTIES;
(C)
AN OBLIGATION TO BRING OR PROSECUTE ACTIONS
OR SUITS AGAINST THIRD PARTIES FOR INFRINGEMENT, EXCEPT TO THE EXTENT AND IN THE
CIRCUMSTANCES DESCRIBED IN ARTICLE 12;
(D)
GRANTING BY IMPLICATION, ESTOPPEL, OR
OTHERWISE ANY LICENSES OR RIGHTS UNDER PATENTS OR OTHER RIGHTS OF STANFORD OR
OTHER PERSONS OTHER THAN LICENSED PATENT(S), REGARDLESS OF WHETHER SUCH PATENTS
OR OTHER RIGHTS ARE DOMINANT OR SUBORDINATE TO ANY LICENSED PATENT(S); OR
(E)
AN OBLIGATION TO FURNISH ANY TECHNOLOGY OR
TECHNOLOGICAL INFORMATION.
8.2
EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, STANFORD MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY
KIND, EITHER EXPRESS OR IMPLIED.
THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE
LICENSED PRODUCT(S) WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER
RIGHTS OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES.
8.3
LICENSEE AGREES THAT NOTHING IN THIS
AGREEMENT GRANTS LICENSEE ANY EXPRESS OR IMPLIED LICENSE OR RIGHT UNDER OR TO
U.S. PATENT 4,656,134 "AMPLIFICATION OF EUCARYOTIC GENES" OR ANY PATENT
APPLICATION CORRESPONDING THERETO.
9.
INDEMNITY
9.1
LICENSEE AGREES TO INDEMNIFY, HOLD HARMLESS,
AND DEFEND STANFORD, STANFORD HOSPITAL AND CLINICS AND STANFORD HEALTH SERVICES
AND THEIR RESPECTIVE TRUSTEES, OFFICERS, EMPLOYEES, STUDENTS, AND AGENTS AGAINST
ANY AND ALL CLAIMS FOR DEATH, ILLNESS, PERSONAL INJURY, PROPERTY DAMAGE, AND
IMPROPER BUSINESS PRACTICES ARISING OUT OF THE MANUFACTURE, USE, SALE, OR OTHER
DISPOSITION OF INVENTION(S), LICENSED PATENT(S),