Common use of INDEMNITY, INSURANCE, REPRESENTATIONS, STATUS Clause in Contracts

INDEMNITY, INSURANCE, REPRESENTATIONS, STATUS. 15.01 MERIX agrees to indemnify, hold harmless and defend DUKE, its officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses asserted by third parties, both government and non-government, resulting from or arising out of the exercise of the license granted under this AGREEMENT. MERIX shall not be responsible for the negligence or intentional wrong doing of DUKE. 15.02 MERIX shall maintain in force at its sole cost and expense, with reputable insurance companies, general liability insurance and products liability insurance coverage in amounts customary for companies similarly situated in the same industry. DUKE shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. In lieu of said coverage, DUKE agrees to consider the existence of an adequate self-insurance program as an acceptable alternative. 15.03 NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY DUKE OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF ANY PATENT RIGHTS. DUKE SHALL HAVE NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT, AND DUKE SHALL HAVE NO LIABILITY WHATSOEVER TO MERIX OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON MERIX OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: a. the production, use, or sale of any LICENSED PRODUCT; b. the use of any PATENT RIGHTS by MERIX or its sublicensees; or c. any advertising or other promotional activities by MERIX with respect to any of the foregoing. 15.04 Neither party hereto is an agent of the other party for any purpose whatsoever.

INDEMNITY, INSURANCE, REPRESENTATIONS, STATUS. 15.01 MERIX a. CISTRON agrees to indemnify, hold harmless and defend DUKE, its officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, fees and expenses asserted by third parties, both government and non-government, resulting from or arising out of CISTRON's omission, negligence or wrongful act in the exercise development, production, manufacturing, exploitation, or marketing of the license granted LICENSED PATENTS. CISTRON further agrees to indemnify and save DUKE harmless from and against any loss, damage, or expense suffered by DUKE as a result of CISTRON's default under or breach of this AGREEMENT. MERIX shall not be responsible for the negligence DUKE agrees to indemnify and save CISTRON harmless against any loss, damages, or intentional wrong doing expense suffered by CISTRON as a result of DUKE's negligence, wrongful acts or default under or breach of this AGREEMENT. 15.02 MERIX b. CISTRON shall maintain in force at its sole cost and expense, with reputable insurance companies, general liability insurance and products liability insurance coverage in amounts customary for companies similarly situated in the same industryan amount reasonably sufficient to protect against liability under subsection a of this Section 17. DUKE shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. In lieu of said coverage, DUKE agrees to consider the existence of an adequate self-insurance program as an acceptable alternative. 15.03 c. NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY DUKE OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF ANY PATENT RIGHTSTHE LICENSED PATENTS. DUKE SHALL HAVE NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT, AND AND, EXCEPT AS SET FORTH IN SECTION 17A ABOVE, DUKE SHALL HAVE NO LIABILITY WHATSOEVER TO MERIX CISTRON OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON MERIX CISTRON OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: a. i. the production, use, or sale of any LICENSED PRODUCT; b. ii. the use of any the PATENT RIGHTS by MERIX or its sublicenseesRIGHTS; or c. iii. any advertising or other promotional activities by MERIX with respect to any of the foregoing. 15.04 Neither party hereto d. The parties to this AGREEMENT recognize and agree that each is operating as an independent contractor and not as an agent of the other. This AGREEMENT shall not constitute a partnership or joint venture, and neither party may be bound by the other party for to any purpose whatsoevercontract, arrangement or understanding except as specifically stated herein.

INDEMNITY, INSURANCE, REPRESENTATIONS, STATUS. 15.01 MERIX 16.01 ANTIGENICS agrees to indemnify, hold harmless and defend DUKE, its officers, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses asserted by third parties, both government and non-government, resulting from or arising out of the exercise use, sale, or manufacture of the license granted under this AGREEMENT. MERIX shall not be responsible for the LICENSED PRODUCTS, except as may arise out of DUKE's own gross negligence or intentional wrong doing of DUKEwillful misconduct. 15.02 MERIX 16.02 ANTIGENICS shall maintain in force full force, at its sole cost and expense, with reputable insurance companies, general liability insurance and products coverage and, with respect to the LICENSED PRODUCTS, if any, product liability insurance coverage coverage, in amounts customary for companies businesses similarly situated in the same ANTIGENICS' industry. DUKE shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a commercially reasonable manner. In lieu of said coverage, DUKE agrees to consider the existence of an adequate self-insurance program as an acceptable alternative. 15.03 16.03 NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY DUKE OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF ANY PATENT RIGHTS. DUKE SHALL HAVE NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT, AND AND, EXCEPT AS MAY ARISE FROM DUKE'S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, DUKE SHALL HAVE NO LIABILITY WHATSOEVER TO MERIX ANTIGENICS OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON MERIX ANTIGENICS OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: a. the production, use, or sale of any LICENSED PRODUCT; b. the use of any PATENT RIGHTS PRODUCT by MERIX ANTIGENICS or its sublicensees; or c. b. any advertising or other promotional activities by MERIX ANTIGENIC with respect to any of the foregoing. 15.04 Neither party hereto is an agent of the other party for any purpose whatsoever.

INDEMNITY, INSURANCE, REPRESENTATIONS, STATUS. 15.01 MERIX 14.01 - Except for intellectual property infringement, LICENSEE agrees to indemnify, hold harmless and defend DUKELICENSOR, its officers, and directors, employees, and agents, against any and all claims, suits, losses, damages, costs, fees, and expenses asserted by third parties, both government and non-government, resulting from or arising out of the exercise of the license granted under this AGREEMENT. MERIX hereunder; provided, however, that LICENSEE shall not be responsible for the negligence or intentional wrong doing of DUKELICENSOR. 15.02 MERIX 14.02 - LICENSEE shall maintain in force at its sole cost and expense, with reputable insurance companies, general liability insurance and products liability insurance coverage in amounts customary for companies similarly situated in the same industryan amount reasonably sufficient to protect against liability under paragraph 14.01 above. DUKE LICENSOR shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. In lieu of said coverage, DUKE agrees to consider the existence of an adequate self-insurance program as an acceptable alternative. 15.03 14.03 NOTHING IN THIS AGREEMENT SHALL BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY DUKE LICENSOR OF THE VALIDITY OF ANY OF THE PATENTS OR THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF ANY THE HEAT TRIGGERED DELIVERY TECHNOLOGY AND PATENT RIGHTS. DUKE LICENSOR SHALL HAVE NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY LICENSED PRODUCT, AND DUKE LICENSOR SHALL HAVE NO LIABILITY WHATSOEVER TO MERIX LICENSEE OR ANY THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON MERIX LICENSEE OR ANY OTHER PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM: a. the production, use, or sale of any LICENSED PRODUCT; b. the use of any HEAT TRIGGERED DELIVERY TECHNOLOGY and PATENT RIGHTS by MERIX or its sublicenseesRIGHTS; or c. any advertising or other promotional activities by MERIX with respect to any of the foregoing. 15.04 Neither party hereto 14.04 Notwithstanding the foregoing, LICENSOR hereby represents as follows: (i) to the best of its knowledge, LICENSOR has the legal power and authority to extend the rights granted to LICENSEE in this AGREEMENT and that it has not made any commitments to others inconsistent with or in degradation of such rights; and (ii) LICENSOR is an agent not aware of any pending or threatened litigation involving any of the other HEAT TRIGGERED DELIVERY TECHNOLOGY or PATENT RIGHTS licensed hereunder, and that, to its best knowledge, neither the HEAT TRIGGERED DELIVERY TECHNOLOGY nor PATENT RIGHTS are subject to any third party for any purpose whatsoeverinfringement claims.