By Cardica Sample Clauses

By Cardica. Subject to the terms and conditions of this Agreement, Cardica hereby grants to Cxxx and its Affiliates an exclusive license in the Territory, bearing royalties as set forth in this Agreement, with the right to grant sublicenses, under the Cardica Patents, Cardica Know-How and Other Cardica IP, to make, have made, use, sell, offer for sale and import Products for use solely in the Field and in the Territory. For clarity, Cardica grants the foregoing exclusive license to the fullest extent possible under the Cardica Patents, Cardica Know-How and Other Cardica IP in the Field and in the Territory with respect to Products, retaining only rights to the extent necessary or useful for Cardica to perform its responsibilities under the Development Plan with respect to Product in the Field and in the Territory.
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By Cardica. Cardica shall defend, indemnify and hold Cxxx harmless from and against any and all liability, loss, claims, suits, proceedings, expenses, recoveries and damages, including, without limitation, legal costs and expenses (including reasonable attorney’s fees) resulting from any claim by Third Parties arising out of Cardica’s design, manufacture, or use of the Products in the Field and in the Territory under this Agreement (liability under the foregoing sentence to be limited to the amount actually paid by Cxxx to Cardica under this Agreement), Cardica’s breach of this Agreement or of any of the representations, warranties or covenants it makes in this Agreement, or Cardica’s gross negligence or willful misconduct; except to the extent that such claim arises from a breach by Cxxx of this Agreement or any of the representations, warranties or covenants it makes in this Agreement, or Cxxx’x gross negligence or willful misconduct.
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Related to By Cardica

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