By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from:
(a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors;
(b) any claim by a Third Party that the […***…]; and
(c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].
By Licensee. Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.
By Licensee. Oracle's liability to Licensee for claims relating to this License, whether for breach or in tort, shall be limited to $500 US.
By Licensee. Licensee may terminate this Agreement at any time in the event that the Licensor is in material default or breach of any provision of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after receipt of written notice thereof; provided, however, that in the event that the Licensor has in good faith commenced cure within such thirty (30) day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to cure.
By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, agents, and representatives against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, suit, action, or proceeding relating to: (a) any breach of this Agreement by Licensee; or (b) any alleged action, or failure to act, on the part of Licensee.
By Licensee. Licensee will indemnify, defend and hold harmless Licensor and its Affiliates, and their respective employees and trustees (“Trust Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from (a) any material breach by Licensee of the terms of this Agreement, or (b) Licensee’s or its sublicensee’s use of the IANA Intellectual Property following the Effective Date and during the term of this Agreement, other than claims that would give rise to an indemnification obligation by Licensor pursuant to Section 5.2 below.
By Licensee. Licensee shall not, without prior written consent of the Licensor, use the name or any trademark or trade name owned by Licensor, KU, or by an affiliate of KU, in any publication, publicity, advertising, or otherwise, except that Licensee may identify KUCTC as licensor of the Patent Rights and Licensed Products.
By Licensee. Licensee shall defend, indemnify and hold harmless Pulmokine, Gilead and their Affiliates, respective directors, officers, agents, successors, assignees and employees (the “Pulmokine Indemnitees”) from and against any and all claims, liabilities, losses, costs, actions, suits, damages and expenses, including reasonable attorneys’ fees (collectively, “Damages”) to the extent arising from any claim, action or proceeding made or brought against Pulmokine Indemnitees by a Third Party in connection with (a) the gross negligence, recklessness or intentional wrongful acts or omissions of Licensee or its Affiliates or Sublicensees and its and their respective employees, officers, independent contractors, consultants or agents, in connection with the performance by or on behalf of Licensee of Licensee’s obligations or exercise of its rights under this Agreement; (b) any breach by Licensee of any representation, warranty, covenant or obligation of Licensee set forth in this Agreement; (c) the development, commercialization manufacturing, marketing, distribution, handling, possession, promotion, sale or use of the Licensed Products or any other use of the Licensed Technology by Licensee or its Affiliates or Sublicensees; or (d) any actual or alleged death, personal bodily injury or damages to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption or treatment with the Licensed Products made or sold by or on behalf of Licensee, its Affiliates or Sublicensees; except in any such case to the extent such Damages are reasonably attributable to any negligence, gross negligence, recklessness or intentional wrongful acts or omissions, willful misconduct or breach of this Agreement by Pulmokine or a Pulmokine Indemnitee.
By Licensee. To the extent Licensee’s performance of its obligations set forth in this Section 6.1 will neither result in excise tax penalties under Chapter 42 of the Code nor otherwise be reasonably likely to negatively impact the tax exempt status of Licensee, Licensee shall defend, indemnify and save harmless UL, its Affiliates, and its and their respective members, trustees, officers, directors, employees, agents, successors and assigns from and against any Losses to the extent arising out of or resulting from any third Person claim based upon or relating to:
(a) any breach by Licensee of any of the agreements, terms, covenants or conditions of this Agreement to be performed by Licensee or any breach of any representation or warranty made by Licensee in this Agreement;
(b) use of the New Brand Assets, but only to the extent of the New Elements added to the initial Licensed Brand Assets by Licensee as permitted hereunder;
(c) any unauthorized use of any Licensed Brand Assets hereunder;
(d) any act or omission by a Sublicensee that would constitute a breach of this Agreement if such act or omission were by Licensee; and/or
(e) any fraud, gross negligence, willful misconduct or willful omission of Licensee.
By Licensee. Except with respect to Indemnified Claims as defined in the foregoing Section, Licensee shall defend, indemnify and hold harmless Licensor and its respective parents, subsidiaries, and otherwise related entities, agents, servants, current and former officers, directors and employees, shareholders, attorneys, successors and assigns, against all claims, liabilities, damages, losses, costs, settlement amounts and expenses (including expenses of litigation and/or attorneys’ fees) arising out of or in connection with any claims, legal proceedings or actions instituted or asserted against Licensee or Licensor arising in whole or in part from any activities of Licensee relating to the Licensed Marks or the Medical Products, including but not limited to: (i) alleged defects or deficiencies in the Medical Products offered by Licensee; (ii) Licensee’s agreements, policies, promises, or activities relating to the provision or advertising of the Medical Products; (iii) alleged violations of any applicable law or regulation relating to the Medical Products offered by Licensee; (iv) alleged acts of piracy, plagiarism, infringement, fraud, larceny/theft, libel or invasion of privacy; and/or (v) any allegations by third parties asserting claims of fraud, negligence, or gross negligence relating to the provision of the Medical Products. Licensor shall promptly notify Licensee in writing of any such claims asserted against Licensor.
