LICENSED PRODUCT(S), OR
LICENSED MATERIALS BY LICENSEE OR SUBLICENSEE(S), OR THEIR CUSTOMERS.
9.2
STANFORD SHALL NOT BE LIABLE FOR ANY
INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES WHATSOEVER, WHETHER GROUNDED
IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, CONTRACT OR OTHERWISE.
STANFORD SHALL NOT HAVE ANY RESPONSIBILITIES OR LIABILITIES WHATSOEVER WITH
RESPECT TO LICENSED PRODUCTS(S).
9.3
LICENSEE SHALL AT ALL TIMES COMPLY, THROUGH
INSURANCE OR SELF-INSURANCE, WITH ALL STATUTORY WORKERS' COMPENSATION AND
EMPLOYERS' LIABILITY REQUIREMENTS COVERING ANY AND ALL EMPLOYEES WITH RESPECT TO
ACTIVITIES PERFORMED UNDER THIS AGREEMENT.
9.4
IN ADDITION TO THE FOREGOING, LICENSEE SHALL
MAINTAIN, DURING THE TERM OF THIS AGREEMENT, COMPREHENSIVE GENERAL LIABILITY
INSURANCE, INCLUDING PRODUCTS LIABILITY INSURANCE, WITH REPUTABLE AND
FINANCIALLY SECURE INSURANCE CARRIER(S) TO COVER THE ACTIVITIES
6
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.
OF LICENSEE AND ITS SUBLICENSEE(S).
COMMENCING WITH THE INTRODUCTION OF
LICENSED PRODUCT(S) INTO HUMANS FOR ANY PURPOSE, INCLUDING CLINICAL TRIALS, SUCH
INSURANCE SHALL PROVIDE MINIMUM LIMITS OF LIABILITY OF FIVE MILLION DOLLARS
($5,000,000) AND SHALL INCLUDE STANFORD, STANFORD UNIVERSITY HOSPITAL, THEIR
TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, STUDENTS, AND AGENTS AS ADDITIONAL
INSUREDS.
SUCH INSURANCE SHALL BE WRITTEN TO COVER CLAIMS INCURRED, DISCOVERED,
MANIFESTED, OR MADE DURING OR AFTER THE EXPIRATION OF THIS AGREEMENT.
AT
STANFORD'S REQUEST, LICENSEE SHALL FURNISH A CERTIFICATE OF INSURANCE EVIDENCING
PRIMARY COVERAGE AND REQUIRING THIRTY (30) DAYS PRIOR WRITTEN NOTICE OF
CANCELLATION OR MATERIAL CHANGE TO STANFORD.
LICENSEE SHALL ADVISE STANFORD, IN
WRITING, THAT IT MAINTAINS EXCESS LIABILITY COVERAGE (FOLLOWING FORM) OVER
PRIMARY INSURANCE FOR AT LEAST THE MINIMUM LIMITS SET FORTH ABOVE.
ALL SUCH
INSURANCE OF LICENSEE SHALL BE PRIMARY COVERAGE; INSURANCE OF STANFORD OR
STANFORD HEALTH SERVICES SHALL BE EXCESS AND NONCONTRIBUTORY.
10.
MARKING
10.1
PRIOR TO THE ISSUANCE OF ANY PATENTS ON ANY
LICENSED PRODUCTS, LICENSEE AGREES TO MARK ALL LICENSED PRODUCTS (OR THEIR
CONTAINERS OR LABELS) COVERED BY SUCH PATENTS AND MADE, SOLD, OR OTHERWISE
DISPOSED OF BY LICENSEE UNDER THE LICENSE GRANTED IN THIS AGREEMENT WITH THE
WORDS "PATENT PENDING," AND FOLLOWING THE ISSUANCE OF ONE OR MORE PATENTS, WITH
THE NUMBERS OF SUCH PATENT(S).
10.2
STANFORD AGREES TO PROVIDE LICENSEE WITH NOTICE
OF ALL STANFORD PATENT APPLICATIONS FILED (AND ALL STANFORD PATENTS ISSUING) ON
ANY LICENSED PRODUCTS BASED ON LICENSED MATERIALS LISTED IN EXHIBIT A WITHIN 30
DAYS OF (I) THE FILING OF SUCH PATENT APPLICATIONS, AND (II) ISSUANCE OF SUCH
PATENTS.
NO SUCH NOTICE IS REQUIRED FROM STANFORD TO LICENSEE FOR PATENTS AND
PATENT APPLICATIONS THAT ARE INCLUDED IN THE LICENSED PATENT(S).
11.
STANFORD NAMES AND MARKS
Except in connection with the identification of the source of Invention(s),
Licensed Patent(s) and Licensed Products(s), LICENSEE agrees not to identify
STANFORD in any promotional advertising or other promotional materials to be
disseminated to the public or any portion thereof or to use the name of any
STANFORD faculty member, employee, or student or any trademark, service mark,
trade name,