COOPERATE FULLY, INCLUDING WITHOUT LIMITATION BY JOINING AS A PARTY
PLAINTIFF AND EXECUTING SUCH DOCUMENTS AS SUPERGEN MAY REASONABLY REQUEST.
FURTHERMORE, UPON THE REQUEST OF SUPERGEN, LICENSOR SHALL MAKE AVAILABLE AT
REASONABLE TIMES AND UNDER APPROPRIATE CONDITIONS ALL RELEVANT RECORDS, PAPERS,
INFORMATION, SAMPLES AND OTHER SIMILAR MATERIALS IN LICENSOR'S POSSESSION.
6.8
PACKAGING.
SUPERGEN AGREES THAT ALL LICENSED PRODUCTS SOLD BY
SUPERGEN WILL BE MARKED WITH THE PATENT NUMBER OF THE APPLICABLE LICENSED PATENT
HEREUNDER IN ACCORDANCE WITH EACH COUNTRY'S PATENT LAWS.
ARTICLE 7
INDEMNIFICATION; INSURANCE
7.1
SUPERGEN.
SUPERGEN SHALL DEFEND AND HOLD LICENSOR AND ITS
TRUSTEES, OFFICERS, AGENTS, FACULTY, EMPLOYEES AND STUDENTS HARMLESS AS AGAINST
ANY JUDGMENTS, FEES, EXPENSES, LIABILITIES OR OTHER COSTS ARISING FROM OR
INCIDENTAL TO ANY PRODUCT LIABILITY OR OTHER LAWSUIT, CLAIM, DEMAND OR OTHER
ACTION (A "LIABILITY") BROUGHT BY A THIRD PARTY AS A CONSEQUENCE OF THE PRACTICE
OF
THE LICENSED
PATENTS OR THE SALE OF THE LICENSED PRODUCT (TOGETHER THE
"LICENSED SUBJECT MATTER") BY SUPERGEN, WHETHER OR NOT LICENSOR IS NAMED AS A
PARTY DEFENDANT IN ANY LAWSUIT, EXCEPT TO THE EXTENT SUCH LIABILITY IS CAUSED BY
THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LICENSOR.
PRACTICE OF LICENSED SUBJECT
MATTER, BY A SUBLICENSEE SHALL BE CONSIDERED SUPERGEN'S PRACTICE OF SAID
LICENSED SUBJECT MATTER FOR PURPOSES OF THIS SECTION 7.1.
7.2
LICENSOR.
LICENSOR SHALL DEFEND AND HOLD SUPERGEN AND ITS
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS AS AGAINST ANY JUDGMENTS,
FEES, EXPENSES, LIABILITIES, OR OTHER COSTS ARISING FROM OR INCIDENTAL TO ANY
PRODUCT LIABILITY OR OTHER LAWSUIT, CLAIM, DEMAND OR OTHER ACTION (ALSO A
"LIABILITY") RESULTING FROM ANY CLAIM, SUIT OR PROCEEDING BROUGHT BY A THIRD
PARTY AGAINST ANY OF THE FOREGOING ENTITIES, ARISING OUT OF OR IN CONNECTION
WITH ANY MISREPRESENTATION WITH REGARD TO, OR BREACH OF ANY OF, THE
REPRESENTATIONS AND WARRANTIES OF LICENSOR SET FORTH IN ARTICLE 8, OR TO THE
EXTENT DUE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF LICENSOR.
7.3
PROCEDURE.
IN THE EVENT THAT ANY INDEMNITEE INTENDS TO CLAIM
INDEMNIFICATION UNDER THIS ARTICLE 7 IT SHALL PROMPTLY NOTIFY THE OTHER PARTY IN
WRITING OF SUCH POTENTIAL LIABILITY.
THE INDEMNIFYING PARTY SHALL HAVE THE
RIGHT TO CONTROL THE DEFENSE THEREOF.
THE AFFECTED INDEMNITEES SHALL COOPERATE
FULLY WITH THE INDEMNIFYING PARTY AND ITS LEGAL REPRESENTATIVES IN THE
INVESTIGATION AND CONDUCT OF ANY LIABILITY COVERED BY THIS ARTICLE 7.
NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL HAVE INDEMNITY OBLIGATIONS
FOR ANY CLAIM IF THE INDEMNITEE SEEKING INDEMNIFICATION MAKES ANY ADMISSION,
SETTLEMENT OR OTHER COMMUNICATION REGARDING SUCH CLAIM WITHOUT THE PRIOR WRITTEN
CONSENT OF THE INDEMNIFYING PARTY.
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ARTICLE 8
REPRESENTATIONS AND WARRANTIES
8.1
LICENSOR.
LICENSOR REPRESENTS AND WARRANTS THAT:
(I) IT IS A
CORPORATION DULY ORGANIZED VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF DELAWARE; (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF LICENSOR;
(III) TO THE LICENSOR'S BEST KNOWLEDGE, LICENSOR IS EITHER THE SOLE AND
EXCLUSIVE OWNER OF ALL RIGHT, TITLE AND INTEREST IN AND TO OR