Common use of INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE Clause in Contracts

INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. 9.1 LICENSEE will protect, defend, hold harmless and indemnify LICENSOR, and their respective directors, officers, managers, employees, and agents, and the insurers, successors and assigns of any of the foregoing (collectively, the "Indemnitees") at the expense of LICENSEE for and from any and all claims, causes of action, court or administrative orders, and liability (including but not limited to product liability and strict liability) for any loss, expense (including reasonable attorney’s fees, court costs, any costs of settlement and other legal expenses), injury, damage, or act in conjunction with or arising out of (1) practice by LICENSEE, its Affiliates or its Sublicensees, their directors, officers, employees, contractors, subcontractors and agents, of the Patent Rights or (2) the design, manufacture, distribution or use of Licensed Products or Licensed Services. 9.2 LICENSEE agrees that the Indemnitees shall have no liability to LICENSEE or to any purchasers or users of Licensed Products for any claims, demands, losses, costs, or damages suffered by LICENSEE or purchasers or users of Licensed Products or Licensed Services, or any other party, which may result from personal injury, death, or property damage related to the manufacture, use or sale of such Licensed Products ("Claims"). LICENSEE agrees to defend, indemnify and hold harmless the Indemnitees from any such Claims, provided that (i) LICENSEE is promptly notified of any Claims, (ii) LICENSEE has the sole right to control and defend or settle any litigation within the scope of this indemnity, and (iii) all Indemnitees cooperate to the extent necessary in the defense of any Claims. 9.3 For so long as LICENSEE, its Affiliates or its Sublicensees manufactures, uses or sells any Licensed Products or Licensed Services, and prior to initiation of human clinical testing, LICENSEE shall, at its sole expense, procure and maintain in full force and effect policies of comprehensive general liability insurance with limits not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in aggregate naming Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for LICENSEE’s indemnification under Article 9.1. In the event the aforesaid product liability coverage does not provide for occurrence liability, LICENSEE shall maintain such comprehensive general liability insurance for a reasonable period of not more than seven (7) years after LICENSEE or its Affiliates or Sublicensees have ceased commercial distribution or use of any Licensed Product. Notwithstanding the foregoing, a plan of self-insurance reasonably expected to provide coverage comparable to the foregoing for recovery of anticipated claims shall satisfy LICENSEE’s obligation under this Article 9. 9.4 LICENSEE shall provide LICENSOR with written evidence of such insurance, including the policies and declarations pages, within thirty (30) days of obtaining such insurance. LICENSEE shall provide LICENSOR with notice at least fifteen (15) days prior to any cancellation, non-renewal or material change in such insurance, to the extent LICENSEE receives advance notice of such matters from its insurer. If LICENSEE does not obtain replacement insurance providing comparable coverage within sixty (60) days following the date of such cancellation, non-renewal or materials change, LICENSOR shall have the right to require that LICENSEE cease further clinical testing or commercial sales of Licensed Products until such insurance is obtained for such Licensed Products.

INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. 9.1 LICENSEE 10.1 ANABIOS will protect, defend, hold harmless and indemnify LICENSORZALICUS, and their respective administrators, directors, trustees, officers, managers, employees, and agents, and the insurers, successors and assigns of any of the foregoing (collectively, the "“Indemnitees"”) at the expense of LICENSEE ANABIOS for and from any and all claims, causes of action, court or administrative orders, costs, losses or expenses and liability of any kind whatsoever (including but not limited to product liability and strict liability) including for any loss, whole or partial loss or expense (including reasonable attorney’s fees, court costs, any costs of settlement and other legal expenses), injury, damage, or act (the “CLAIMS”) in conjunction with or arising out of (1) practice of the PATENT RIGHTS by LICENSEEANABIOS, its Affiliates AFFILIATES or its SublicenseesSUBLICENSEES, their directors, trustees, officers, employees, contractors, subcontractors and or agents, of the Patent Rights or (2) the design, manufacture, distribution development or use SALE of Licensed Products LICENSED PRODUCTS, or Licensed Services(3) breach of this AGREEMENT or a SUBLICENSE AGREEMENT. 9.2 LICENSEE 10.2 ANABIOS agrees that the Indemnitees shall have no liability to LICENSEE ANABIOS or to any purchasers or users of Licensed Products LICENSED PRODUCTS for any claims, demands, losses, costs, or damages suffered by LICENSEE ANABIOS or purchasers or users of Licensed Products or Licensed ServicesLICENSED PRODUCTS, or any other party, which may result from personal injury, death, loss or expense of any kind, or property damage related to the manufacture, use or sale SALE of such Licensed Products ("Claims")LICENSED PRODUCTS. LICENSEE ANABIOS agrees to defend, indemnify and hold harmless the Indemnitees from any such ClaimsCLAIMS, provided that (i) LICENSEE ANABIOS is promptly notified of any ClaimsCLAIMS from ZALICUS to the extent ZALICUS is so notified of a CLAIM, (ii) LICENSEE ANABIOS has the sole right to control and defend or settle any litigation within the scope of this indemnity, and (iii) all Indemnitees cooperate to the extent necessary in the defense of any ClaimsCLAIMS. 9.3 10.3 For so long as LICENSEEANABIOS, its Affiliates or its Sublicensees manufacturesAFFILIATES SELLS any LICENSED PRODUCTS, uses or sells any Licensed Products or Licensed Services, and including prior to initiation of human clinical testing, LICENSEE ANABIOS shall, at its sole expense, procure and maintain in full force and effect all policies of insurance necessary to insure against all CLAIMS. Such policies of insurance shall include, but not be limited to, comprehensive general liability and clinical trials insurance with limits not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in aggregate naming Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability and clinical trials coverage and (ii) broad form contractual liability coverage for LICENSEEANABIOS’s indemnification under Article 9.1. In the event the aforesaid product liability coverage does not provide for occurrence liability, LICENSEE shall maintain such comprehensive general liability insurance for a reasonable period of not more than seven (7) years after LICENSEE or its Affiliates or Sublicensees have ceased commercial distribution or use of any Licensed Product. Notwithstanding the foregoing, a plan of self-insurance reasonably expected to provide coverage comparable to the foregoing for recovery of anticipated claims shall satisfy LICENSEE’s obligation under this Article 910.1. 9.4 LICENSEE 10.4 ANABIOS shall provide LICENSOR ZALICUS with written evidence of such insurance, including the policies and declarations pages, within thirty (30) days of obtaining such insurance. LICENSEE ANABIOS shall provide LICENSOR ZALICUS with notice at least fifteen (15) days prior to any cancellation, non-renewal or material change in such insurance, to the extent LICENSEE ANABIOS receives advance notice of such matters from its insurer. If LICENSEE ANABIOS does not obtain replacement insurance providing comparable coverage within sixty (60) days following the date of such cancellation, non-renewal or materials change, LICENSOR ZALICUS shall have the right to require that LICENSEE ANABIOS cease further clinical testing or commercial sales of Licensed Products LICENSED PRODUCTS until such insurance is obtained for such Licensed ProductsLICENSED PRODUCTS. Failure to obtain such insurance within sixty (60) days of ZALICUS’S request shall result in termination of this license or conversion to non- exclusive, at ZALICUS’S option. 10.5 In the event that ANABIOS Sublicensed the PATENT RIGHTS, ANABIOS shall require in the Sublicense Agreement that the SUBLICENSEES, at its sole expense, procure and maintain in full force and effect policies of insurance in agreement to and equivalent to those describes at 10.3.

INDEMNIFICATION, PRODUCT LIABILITY& INSURANCE. 9.1 LICENSEE COMPANY will protect, defend, hold harmless and indemnify LICENSORSAMSF, the University of South Alabama, and their respective administrators, directors, trustees, officers, managers, employees, students and agents, and the insurers, successors and assigns of any of the foregoing (collectively, the "Indemnitees") at the expense of LICENSEE COMPANY for and from any and all claims, causes of action, court or administrative orders, and liability (including but not limited to product liability and strict liability) for any loss, expense (including reasonable attorney’s fees, court costs, any costs of settlement and other legal expenses), injury, damage, or act in conjunction with or arising out of (1) practice by LICENSEECOMPANY, its Affiliates or its Sublicensees, their directors, trustees, officers, employees, contractors, subcontractors and agents, of the Patent Rights or (2) the design, manufacture, distribution or use of Licensed Products or Licensed Services. 9.2 LICENSEE COMPANY agrees that the Indemnitees shall have no liability to LICENSEE COMPANY or to any purchasers or users of Licensed Products for any claims, demands, losses, costs, or damages suffered by LICENSEE COMPANY or purchasers or users of Licensed Products or Licensed Services, or any other party, which may result from personal injury, death, or property damage related to the manufacture, use or sale of such Licensed Products ("Claims"). LICENSEE COMPANY agrees to defend, indemnify and hold harmless the Indemnitees from any such Claims, provided that (i) LICENSEE COMPANY is promptly notified of any Claims, (ii) LICENSEE COMPANY has the sole right to control and defend or settle any litigation within the scope of this indemnity, and (iii) all Indemnitees cooperate to the extent necessary in the defense of any Claims. 9.3 For so long as LICENSEECOMPANY, its Affiliates or its Sublicensees manufactures, uses or sells any Licensed Products or Licensed Services, and prior to initiation of human clinical testing, LICENSEE COMPANY shall, at its sole expense, procure and maintain in full force and effect policies of comprehensive general liability insurance with limits not less than one million dollars ($1,000,000) per occurrence and three million dollars ($3,000,000) in aggregate naming Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for LICENSEE’s indemnification under Article 9.1. In the event the aforesaid product liability coverage does not provide for occurrence liability, LICENSEE shall maintain such comprehensive general liability insurance for a reasonable period of not more than seven (7) years after LICENSEE or its Affiliates or Sublicensees have ceased commercial distribution or use of any Licensed Product. Notwithstanding the foregoing, a plan of self-insurance reasonably expected to provide coverage comparable to the foregoing for recovery of anticipated claims shall satisfy LICENSEE’s obligation under this Article 9. 9.4 LICENSEE shall provide LICENSOR with written evidence of such insurance, including the policies and declarations pages, within thirty (30) days of obtaining such insurance. LICENSEE shall provide LICENSOR with notice at least fifteen (15) days prior to any cancellation, non-renewal or material change in such insurance, to the extent LICENSEE receives advance notice of such matters from its insurer. If LICENSEE does not obtain replacement insurance providing comparable coverage within sixty (60) days following the date of such cancellation, non-renewal or materials change, LICENSOR shall have the right to require that LICENSEE cease further clinical testing or commercial sales of Licensed Products until such insurance is obtained for such Licensed Products.and