Common use of FRAUDULENT OR WILLFUL MISCONDUCT Clause in Contracts

FRAUDULENT OR WILLFUL MISCONDUCT. Notwithstanding Paragraph C above, Licensee will have no contractual obligation under this Agreement to indemnify either: (i) Demeter to the extent that damages may be attributable to Demeter's fraudulent or willful misconduct; or (ii) LSU to the extent that damages may be attributable to LSU's fraudulent or willful misconduct. In the event that a claim is brought against any or all of Demeter, LSU and Licensee that is otherwise within Licensee's indemnification obligations under Article XIV C above, except that allegations of fraudulent or willful misconduct are made against Demeter or LSU, or both, then the provisions of this Paragraph will apply. Demeter or LSU or both, as the case may be, will defend both itself (themselves) and Licensee, at Demeter's or LSU's expense (or both, as the case may be) from and against any claim that is based on an allegation or claim of fraudulent or willful misconduct by Demeter or LSU, respectively, or both if both are allegedly culpable for such misconduct. If the final judgment or verdict respecting the fraudulent or willful misconduct claim -- after all applicable appeals and appeal delays have expired -- is other than a finding that Demeter or LSU or both committed fraudulent or willful misconduct, then Licensee shall promptly indemnify Demeter or LSU, or both (as the case may be) as otherwise provided in Article XIV C above, and Licensee will also promptly reimburse the reasonable legal and other out-of-pocket expenses incurred by Demeter or LSU (or both, as the case may be) in defending the claim at both trial and appellate levels; provided that neither Demeter nor LSU will be entitled to settle any such claim without Licensee's prior, written consent, such consent not to be

FRAUDULENT OR WILLFUL MISCONDUCT. Notwithstanding Paragraph C A above, Licensee will have no contractual obligation under this Agreement to indemnify either: either (i) Demeter to the extent that damages may be attributable to Demeter's or LSU's fraudulent or willful misconduct; , or (ii) LSU to the extent that damages may be attributable to LSU's fraudulent or willful misconduct. In the event that a claim is brought against any or all of Demeter, LSU and or Licensee that is otherwise within Licensee's indemnification obligations under Article XIV C Paragraph A above, except that allegations of negligence are made against Demeter or allegations of fraudulent or willful misconduct are made against Demeter or LSU, or both, then the provisions of this Paragraph will apply. Demeter or LSU or both, as the case may be, will defend both itself (themselves) and Licensee, at Demeter's or LSU's expense expense, (or both, as the case may be) from and against any claim that is based on an allegation or claim of fraudulent or willful misconduct by Demeter or LSU, respectively, or both if both are allegedly culpable for such misconduct. If the final judgment or verdict respecting the fraudulent or willful misconduct claim -- after all applicable appeals and appeal delays have expired -- is other than a finding that Demeter or LSU or both committed fraudulent or willful misconduct, then Licensee shall will promptly indemnify Demeter or LSU, LSU or both (as the case may be) as otherwise provided in Article XIV C Paragraph A above, and Licensee will also promptly reimburse the reasonable legal and other out-of-pocket expenses incurred by Demeter or LSU LUS (or both, as the case may be) in defending the claim at both trial and appellate levels; provided that neither Demeter nor LSU LSU, will be entitled to settle any such claim without Licensee's prior, written consent, such consent not to be unreasonably withheld. If the final resolution of the fraudulent or willful misconduct claim -- after all applicable appeals and appeal delays have expired -- is a finding that Demeter or LSU or both committed fraudulent or willful misconduct, then Demeter or LSU, respectively (or both if both parties are culpable) will indemnify Licensee against that judgment or award, and Licensee will have no obligation to indemnify Demeter or LSU, respectively, (or both, as the case may be) with respect to that claim under Paragraph A above. If the fraudulent or willful misconduct claim is settled prior to a final judgment or verdict (including all applicable appeals and appeal delays), then Demeter, LSU and Licensee will make good faith efforts to resolve their respective obligations under this Article XV, and if unable to reach agreement, shall have recourse to the dispute resolution mechanism of Paragraph J, Article XVIII. As otherwise provided in Paragraph A above, Licensee will defend, indemnify, and hold Demeter or LSU harmless against any claim that may be made against Demeter or LSU in the same proceedings, to the extent that it is not based on an allegation or claim of fraudulent or willful misconduct by such party, or an allegation of negligence by Demeter and in such a case Demeter, LSU and Licensee shall cooperate in allocating those costs that are common to the defense of both sets of claims (i.e., those alleging fraudulent or willful misconduct against Demeter and/or LSU and/or negligence against Demeter and those not so alleging), subject to Demeter's and/or LSU's contingent right to later indemnification and reimbursement after final resolution, as otherwise provided in this Paragraph B. Because a finding of "inequitable conduct" in the Patent and Trademark Office can be based on a lesser showing than that required for "fraudulent or willful misconduct," it is understood that a finding of "inequitable conduct" in the Patent and Trademark Office would not necessarily constitute "fraudulent or willful misconduct" within the contemplation of this Paragraph B., depending on the specific circumstances. Notwithstanding any provision of this Agreement to the contrary, LSU shall have no obligation to defend or indemnify Licensee against any claim, judgment or award that is based on allegations of fraudulent or willful misconduct by Dr. Xxxxx Xxxxxx.

FRAUDULENT OR WILLFUL MISCONDUCT. Notwithstanding Paragraph C 4.6 above, Licensee will shall have no contractual obligation under this Agreement to indemnify either: (i) Demeter to the extent that damages may be attributable to Demeter's fraudulent or willful misconduct; or (ii) LSU to the extent that damages may be attributable to LSU's own fraudulent or willful misconduct. In the event that a claim is brought against any LSU or all of Demeter, LSU and Licensee that is otherwise within Licensee's indemnification obligations under Article XIV C Paragraph 4.6 above, except that allegations of fraudulent or willful misconduct are made against Demeter or LSU, or both, then the provisions of this Paragraph will 4.7 shall apply. Demeter or LSU or both, as the case may be, will shall defend both itself (themselves) and Licensee, at Demeter's or LSU's expense (or bothexpense, as the case may be) from and against any claim that is based on an allegation or claim of fraudulent or willful misconduct by Demeter or LSU, respectively, or both if both are allegedly culpable for such misconduct. If the final judgment or verdict respecting the fraudulent or willful misconduct claim -- after all applicable appeals and appeal delays have expired -- is other than liability against LSU resulting from a finding that Demeter or LSU or both committed fraudulent or willful misconduct, then Licensee shall promptly indemnify Demeter or LSU, or both (as the case may be) LSU as otherwise provided in Article XIV C Paragraph 4.6 above, and Licensee will shall also promptly reimburse the LSU's reasonable legal and other out-of-pocket expenses incurred by Demeter or LSU (or both, as the case may be) in defending the claim at both trial and appellate levels; provided that neither Demeter nor LSU will be entitled to shall not settle any such claim without Licensee's prior, written consent, such consent not to bebe unreasonably withheld. If the final resolution of the fraudulent or willful misconduct claim -- after all applicable appeals and

FRAUDULENT OR WILLFUL MISCONDUCT. Notwithstanding Paragraph C 6.1 above, Licensee will shall have no contractual obligation under this Agreement to indemnify either: (i) Demeter to the extent that damages may be attributable to Demeter's fraudulent or willful misconduct; or (ii) LSU to the extent that damages may be attributable to LSU's own fraudulent or willful misconduct. In the event that a claim is brought against any LSU or all of Demeter, LSU and Licensee that is otherwise within Licensee's indemnification obligations under Article XIV C Paragraph 6.1 above, except that allegations of fraudulent or willful misconduct are made against Demeter or LSU, or both, then the provisions of this Paragraph will 6. 1.1 shall apply. Demeter or LSU or both, as the case may be, will shall defend both itself (themselves) and Licensee, at Demeter's or LSU's expense (or bothexpense, as the case may be) from and against any claim that is based on an allegation or claim of fraudulent or willful misconduct by Demeter or LSU, respectively, or both if both are allegedly culpable for such misconduct. If the final judgment or verdict respecting the fraudulent or willful misconduct claim -- after all applicable appeals and appeal delays have expired -- is other than liability against LSU resulting from a finding that Demeter or LSU or both committed fraudulent or willful misconduct, then Licensee shall promptly indemnify Demeter or LSU, or both (as the case may be) LSU as otherwise provided in Article XIV C Paragraph 6.1 above, and Licensee will shall also promptly reimburse the LSU's reasonable legal and other out-of-pocket expenses incurred by Demeter or LSU (or both, as the case may be) in defending the claim at both trial and appellate levels; provided that neither Demeter nor LSU will be entitled to shall not settle any such claim without Licensee's prior, written consent, such consent not to bebe unreasonably withheld. If the final resolution of the fraudulent or willful misconduct claim -- after all applicable appeals and appeal delays have expired -- is a finding that LSU committed fraudulent or willful misconduct, then LSU shall indemnify Licensee against that judgment or award, and Licensee shall have no obligation to indemnify LSU with respect to that claim under Paragraph 6.1 above. If the fraudulent or willful misconduct claim is settled prior to a final judgment or verdict (including all applicable appeals and appeal delays), then LSU and Licensee shall make good faith efforts to resolve their respective obligations under Paragraphs 6.1 and 6.1.1, and if unable to reach agreement, shall have recourse to the dispute resolution mechanism of Paragraph 13.