Common use of Indemnification for Commercial Use Clause in Contracts

Indemnification for Commercial Use. In the event that the Company, any affiliate, licensee or sublicensee thereof, or any third party on behalf of or for the account of the Company, uses a Joint Invention for any commercial purpose (“Commercial Use”), including without limitation the development or derivation of a product or service from such Joint Invention (collectively, a “Product”) and there is no license agreement in place between the [University/Hospital] and the Company with respect to such Invention, the [University/Hospital], HHMI and their respective trustees, directors, officers, employees, and agents (collectively, “Indemnitees”), will be indemnified, defended by counsel acceptable to the [University/Hospital] and HHMI, and held harmless by the Company from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Commercial Use Claims”), based upon, arising out of, or otherwise relating to any Commercial Use or use of any Product by any person or entity (including any Indemnitee), including without limitation any cause of action relating to product liability. The previous sentence will not apply to any Commercial Use Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an Indemnitee. In the event that the [University/Hospital] grants a third party a license for the commercialization of an Invention that is jointly owned by the [University/Hospital] and the Company, and the Company is not a party to said license, then the [University/Hospital] shall include language in any such license so that Company is indemnified by the third party licensee thereunder. Without limiting the foregoing, no party hereto shall have any obligation or liability under any agreement by which another party (the “Licensing Party”) licenses or sublicenses a Sole Invention of the Licensing Party or the Licensing Party’s interest in a Joint Invention.

Indemnification for Commercial Use. In the event that the Company, any affiliate, licensee or sublicensee thereof, or any third party on behalf of or for the account of the Company, uses a Joint Invention for any commercial purpose (“Commercial Use”), including without limitation the development or derivation of a product or service from such Joint Invention (collectively, a “Product”) and there is no license agreement in place between the [University/Hospital] HHMI and the Company with respect to such Invention, the [University/Hospital], HHMI and their its respective trustees, directors, officers, employees, and agents (collectively, “Indemnitees”), will be indemnified, defended by counsel acceptable to the [University/Hospital] and HHMI, and held harmless by the Company from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Commercial Use Claims”), based upon, arising out of, or otherwise relating to any Commercial Use or use of any Product by any person or entity (including any Indemnitee), including without limitation any cause of action relating to product liability. The previous sentence will not apply to any Commercial Use Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an Indemnitee. In the event that the [University/Hospital] HHMI grants a third party a license for the commercialization of an Invention that is jointly owned by the [University/Hospital] HHMI and the Company, and the Company is not a party to said license, then the [University/Hospital] HHMI shall include language in any such license so that Company is indemnified by the third party licensee thereunder. Without limiting the foregoing, no party hereto shall have any obligation or liability under any agreement by which another party (the “Licensing Party”) licenses or sublicenses a Sole Invention of the Licensing Party or the Licensing Party’s interest in a Joint Invention.

Indemnification for Commercial Use. In the event that the CompanyXXXXXXXX, any affiliate, licensee or sublicensee thereof, or any third party on behalf of or for the account of the CompanyXXXXXXXX, uses a Joint Invention for any commercial purpose (“Commercial Use”), including without limitation the development or derivation of a product or service from such Joint Invention (collectively, a “Product”) and there is no license agreement in place between the [University/Hospital] UNIVERSITY and the Company XXXXXX with respect to such Invention, the [University/Hospital], HHMI UNIVERSITY and their its respective trustees, directors, officers, employees, employees and agents (collectively, “IndemniteesIndemnitiees”), will be indemnified, defended by counsel acceptable to the [University/Hospital] and HHMIUNIVERSITY, and held harmless by the Company XXXXXX from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (collectively, “Commercial Use Claims”), based upon, arising out of, or otherwise relating to any Commercial Use or use of any Product by any person or entity (including any Indemnitee), including without limitation limitations any cause of action relating to product liability. The previous sentence will not apply to any Commercial Use Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an Indemnitee. In the event that the [University/Hospital] UNIVERSITY grants a third party a license for the commercialization of an Invention that is jointly owned by the [University/Hospital] UNIVERSITY and the CompanyXXXXXXXX, and the Company XXXXXXXX is not a party to said license, then the [University/Hospital] UNIVERSITY shall include language in any such license so that Company XXXXXX is indemnified by the third party licensee thereunder. Without limiting the foregoing, no party hereto shall have any obligation or liability under any agreement by which another party (the “Licensing Party”) licenses or sublicenses a Sole Invention of the Licensing Party or the Licensing Party’s interest in a Joint Invention.