otherwise disposed of under any license granted in this Agreement
is or will be free from infringement of third-party patents or other proprietary
rights, or University patents or other proprietary rights not included in Patent
Rights;
(c)
An obligation to bring or prosecute actions or suits against
third parties for patent infringement;
(d)
An obligation to furnish any know-how not provided in Patent
Rights; or
UNIVERSITY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR
IMPLIED, PERTAINING TO THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
OF THE PATENT RIGHTS, THE LICENSED PRODUCTS, OR ANYTHING ELSE LICENSED,
DISCLOSED, OR OTHERWISE PROVIDED TO LICENSEE UNDER THIS AGREEMENT. UNIVERSITY'S
TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE COSTS AND FEES PAID TO
UNIVERSITY UNDER THIS AGREEMENT.
19.0
Indemnification
19.1
INDEMNIFICATION BY LICENSEE. EACH PARTY WILL NOTIFY THE OTHER OF
ANY CLAIM, LAWSUIT OR OTHER PROCEEDING RELATED TO THE PATENT RIGHTS. LICENSEE
AGREES THAT IT WILL DEFEND, INDEMNIFY AND HOLD HARMLESS UNIVERSITY, ITS FACULTY
MEMBERS, SCIENTISTS, RESEARCHERS, EMPLOYEES, OFFICERS, TRUSTEES, AND AGENTS AND
EACH OF THEM (THE "INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL CLAIMS,
CAUSES OF ACTION, LAWSUITS, OR OTHER PROCEEDINGS (THE "CLAIMS") FILED OR
OTHERWISE INSTITUTED AGAINST ANY OF THE INDEMNIFIED PARTIES RELATED DIRECTLY OR
INDIRECTLY TO OR ARISING OUT OF THE DESIGN, PROCESS, MANUFACTURE, OR USE BY
LICENSEE, ITS SUBLICENSEEES, OR ANY OF THEIR CUSTOMERS OF THE LICENSED PRODUCTS
AND ANY EMBODIMENT OF THE PATENT RIGHTS; PROVIDED, HOWEVER, THAT SUCH INDEMNITY
WILL NOT APPLY TO ANY CLAIMS ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF ANY INDEMNIFIED PARTY. LICENSEE WILL ALSO ASSUME RESPONSIBILITY
FOR ALL COSTS AND EXPENSES RELATED TO SUCH CLAIMS FOR WHICH IT IS OBLIGATED TO
INDEMNIFY THE INDEMNIFIED PARTIES PURSUANT TO THIS PARAGRAPH 19.1, INCLUDING,
BUT NOT LIMITED TO, THE PAYMENT OF ALL REASONABLE ATTORNEYS' FEES AND COSTS OF
LITIGATION OR OTHER DEFENSE.
Page 17 of 24
19.2
INDEMNIFICATION BY UNIVERSITY. UNIVERSITY IS NOT LIABLE FOR ANY
SPECIAL, CONSEQUENTIAL, LOST PROFIT, EXPECTATION, PUNITIVE OR OTHER INDIRECT
DAMAGES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER GROUNDED IN TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
CONTRACT, OR OTHERWISE.
19.3
LICENSEE WILL COMPLY WITH ALL STATUTORY WORKERS' COMPENSATION
AND EMPLOYERS' LIABILITY REQUIREMENTS FOR ACTIVITIES PERFORMED UNDER THIS
AGREEMENT.
19.4
DURING THE TERM OF THIS AGREEMENT, LICENSEE WILL MAINTAIN
COMPREHENSIVE GENERAL LIABILITY INSURANCE, INCLUDING PRODUCT LIABILITY
INSURANCE, WITH A REPUTABLE AND FINANCIALLY SECURE INSURANCE CARRIER TO COVER
THE ACTIVITIES OF LICENSEE AND ITS SUBLICENSEES.
THE INSURANCE WILL PROVIDE
MINIMUM LIMITS OF LIABILITY OF $5,000,000 AND WILL INCLUDE UNIVERSITY AS
ADDITIONAL INSUREDS.
INSURANCE MUST COVER CLAIMS INCURRED, DISCOVERED,
MANIFESTED, OR MADE DURING OR AFTER THE EXPIRATION OF THIS AGREEMENT AND MUST BE
PLACED WITH CARRIERS WITH RATINGS OF AT LEAST A- AS RATED BY A.M. BEST.
WITHIN
15 DAYS OF THE EFFECTIVE DATE OF THIS AGREEMENT, LICENSEE WILL FURNISH A
CERTIFICATE OF INSURANCE EVIDENCING PRIMARY COVERAGE AND ADDITIONAL INSURED
REQUIREMENTS. LICENSEE WILL PROVIDE TO UNIVERSITY 30 DAYS PRIOR WRITTEN NOTICE
OF CANCELLATION OR