Common use of Indemnity Insurance Clause in Contracts

Indemnity Insurance. 11.1 LICENSEE shall defend, indemnify and hold harmless and shall require its Affiliates licensed hereunder to defend, indemnify and hold harmless RDLP and HSC, as well as their fellows, directors, officers, trustees, employees and agents, from and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, Affiliates or their transferees of Products; (2) The direct or indirect use by any person of Products made, used, sold or otherwise distributed by LICENSEE or Affiliates; (3) The use by LICENSEE or Affiliates of any invention included in the TECHNOLOGY or the Licensed Patents. 11.2 RDLP shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 11.1 above; provided that LICENSEE will retain control over such legal actions, including any settlement discussions. 11.3 LICENSEE shall purchase and maintain in effect a policy of product liability insurance covering all claims with respect to diagnostic testing for cystic fibrosis using a Product and any Products manufactured, used, sold, licensed or otherwise distributed by LICENSEE and Affiliates. Such insurance policy must specifically enumerate and cover the obligations of Licensee in this Agreement to defend, indemnify and hold RDLP and HSC, including their fellows, directors, officers, trustees, employees and agents harmless (in the policy or by written acknowledgement of the insurer). LICENSEE shall furnish certificate(s) of such insurance to RDLP upon request.

Indemnity Insurance. 11.1 13.1 Except to the extent resulting from the gross negligence or intentional misconduct of ESCALON, LICENSEE shall defend, indemnify and hold harmless and shall require its Affiliates licensed hereunder Sublicensees to defend, indemnify and hold harmless RDLP and HSCESCALON, as well as their fellows, directors, its officers, trustees, employees and agents, from for and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, Affiliates Sublicensees or their transferees of Products; (2) The direct or indirect use by any person of Products made, used, sold or otherwise distributed by LICENSEE or AffiliatesSublicensees; (3) The use by LICENSEE or Affiliates Sublicensees of any invention included in the TECHNOLOGY or the Licensed Patents. 11.2 RDLP 13.2 ESCALON shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 11.1 Section 13.1 above; provided that LICENSEE will retain control over such legal actions, including any settlement discussions. 11.3 13.3 Prior to any distribution of any Product by LICENSEE or Sublicensees for any human clinical trials, any commercial sale, or any other distribution for a Product’s use by an end user, LICENSEE shall purchase and maintain in effect or require its Sublicensee as to such Product to purchase and maintain in effect a policy of product liability insurance covering providing reasonable coverage for all claims indemnification obligations of LICENSEE and its Sublicensees hereunder with respect to diagnostic testing for cystic fibrosis using a Product and any Products manufactured, used, sold, licensed or otherwise distributed by LICENSEE and Affiliatessuch Product. Such insurance Each such policy must specifically enumerate and cover the obligations of Licensee in this Agreement to defend, indemnify and hold RDLP and HSCshall specify ESCALON, including its officers and employees acting in their fellowscapacities for ESCALON, directors, officers, trustees, employees and agents harmless (in the policy or by written acknowledgement of the insurer)as an additional insured. LICENSEE shall furnish certificate(s) of such insurance to RDLP ESCALON, upon request. In the event that a policy of product liability insurance required under this Section is unavailable to LICENSEE or is available only under conditions that are inconsistent with reasonable business practices, ESCALON agrees to enter into good faith discussions with LICENSEE to attempt to achieve a modification of this Section which is acceptable to both parties. 13.4 ESCALON shall obtain, from any other commercial licensee of the Licensed Patents and the TECHNOLOGY for uses in the medical field outside of the Field of Use, indemnification and insurance obligations substantially equivalent to those required of LICENSEE hereunder (ESCALON, in its sole discretion, may allow third parties to self-insure where the third party demonstrates assets and abilities to so self-insure, given the field of use licensed).

Indemnity Insurance. 11.1 LICENSEE shall defend, indemnify indemnity and hold harmless and shall require its Affiliates licensed hereunder to defend, indemnify and hold harmless MICHIGAN, RDLP and HSC, as well as their fellows, directors, officers, trustees, directors, employees and agents, from and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, Affiliates or their transferees of ProductsProduct(s); (2) The direct or indirect use by any person of Products Product(s) made, used, sold or otherwise distributed by LICENSEE or Affiliates; (3) The use by LICENSEE or Affiliates of any invention included in the TECHNOLOGY or the Licensed PatentsPatent(s). 11.2 MICHIGAN and RDLP shall be entitled to participate at its their option and expense through counsel of its their own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 11.1 above; , provided that LICENSEE will retain control over such legal actions, including any settlement discussions. 11.3 HHMI and its trustees, officers, employees, and agents (collectively, “HHMI Indemnitees”), will be indemnified, defended by counsel reasonably acceptable to HHMI, and held harmless by the Licensee 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, “Claims”), based upon, arising out of, or otherwise relating to this License Agreement, including without limitation any cause of action relating to product liability. The previous sentence will not apply to any Claim that is determined with finality by a court of competent jurisdiction to result from the gross negligence or willful misconduct of an HHMI Indemnitee. 11.4 LICENSEE shall purchase and maintain in effect a policy of product liability insurance covering all claims with respect to diagnostic testing for cystic fibrosis using a Product and any Products Product(s) manufactured, used, sold, licensed or otherwise distributed by LICENSEE and Affiliates. Such insurance policy must specifically enumerate and cover the obligations of Licensee in this Agreement to defendspecify MICHIGAN, indemnify and hold HHMI, RDLP and HSC, including their fellows, directors, officers, trustees, employees directors, Regents, agents and agents harmless (in the policy or by written acknowledgement of the insurer)employees, as an additional insureds. LICENSEE shall furnish certificate(s) of such insurance to RDLP MICHIGAN, upon request.

Indemnity Insurance. 11.1 10.1 LICENSEE shall defend, indemnify, and hold harmless and shall require its SUBLICENSEES to defend, indemnify and hold harmless LSU, including LSU’s Board members, officers, employees, and agents, from and against any claims, damages or expenses (including attorney's fees and other litigation expenses) arising out of any asserted patent, trade secret, copyright, or trademark infringement action brought as a result of the use, reproduction, modification, performance, display, licensing or other distribution of the PROGRAM or DERIVATIVE WORKS by LICENSEE, SUBLICENSEES or END USERS. LICENSEE shall defend, indemnify and hold harmless and shall require its Affiliates licensed hereunder SUBLICENSEES to defend, indemnify and hold harmless RDLP and HSCLSU, as well as their fellows, directorsits Board members, officers, trusteesemployees, employees and agents, from for and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ ' fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss loss, or products liability arising from or in connection with, any of the following: (1a) Any manufacturereproduction, use, sale display, performance, license, sale, distribution, or other disposition by LICENSEE, Affiliates SUBLICENSEES, END USERS or their other transferees of Productsthe PROGRAM or any DERIVATIVE WORKS; (2b) The direct or indirect use by any person of Products madethe PROGRAM or DERIVATIVE WORKS reproduced, used, displayed, performed, licensed, sold or otherwise distributed by LICENSEE LICENSEE, END USERS or Affiliates; (3) The use by LICENSEE or Affiliates of any invention included in the TECHNOLOGY or the Licensed PatentsSUBLICENSEES. 11.2 RDLP shall be 10.2 LSU is entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 11.1 10.1 above; provided that LICENSEE will retain control over such legal actions, including any settlement discussions. 11.3 10.3 Prior to any distribution, sale, lease, or other commercial use of the PROGRAM or any DERIVATIVE WORKS by LICENSEE (including use in a clinical trial), LICENSEE shall purchase and maintain in effect a policy of product liability liability, completed operations, and errors and omissions insurance. Prior to any distribution or commercial use of the PROGRAM or any DERIVATIVE WORKS by a SUBLICENSEE, LICENSEE shall require that each SUBLICENSEE purchase and maintain in effect a policy of product liability, completed operations, and errors and omissions insurance. LICENSEE and LSU shall mutually agree in writing, in advance, as to what levels of such insurance covering coverage are considered reasonable in light of all pertinent circumstances. Each such insurance policy must provide reasonable coverage for all claims with respect to diagnostic testing for cystic fibrosis using a Product the use, display, or performance of the PROGRAM and any Products manufacturedDERIVATIVE WORKS reproduced, used, displayed, performed, sold, licensed or otherwise distributed by LICENSEE -- or, in the case of a SUBLICENSEE's policy, by said SUBLICENSEE -- and Affiliates. Such insurance policy must specifically enumerate and cover the obligations of Licensee in this Agreement to defend, indemnify and hold RDLP and HSCspecify LSU, including their fellowsits Board members, directorsofficers and employees, officers, trustees, employees and agents harmless (in the policy or by written acknowledgement of the insurer)as additional insureds. LICENSEE shall promptly furnish certificate(s) evidencing such insurance and of their renewal to LSU. The insurer shall be required to give LSU a minimum of thirty (30) days’ notice prior to any cancellation or non-renewal of such insurance to RDLP upon requesta policy.

Indemnity Insurance. 11.1 LICENSEE shall defend, indemnify and hold harmless and shall require its Affiliates licensed hereunder to defend, indemnify and hold harmless MICHIGAN, RDLP and HSC, as well as their fellows, directors, officers, trustees, directors, employees and agents, from for and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ ' fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEE, Affiliates or their transferees transferees, of Products; (2) The direct or indirect use by any person of Products made, used, sold or otherwise distributed by LICENSEE or Affiliates; (3) The use by LICENSEE or Affiliates of any invention included in related to the TECHNOLOGY or the Licensed Patents. 11.2 MICHIGAN and RDLP shall be entitled to participate at its their option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 11.1 above; provided that LICENSEE will retain control over such legal actions, including any settlement discussions. 11.3 LICENSEE shall purchase and maintain in effect a policy of product liability insurance covering all claims with respect to diagnostic testing for cystic fibrosis using a Product and any Products manufactured, used, sold, licensed or otherwise distributed by LICENSEE and Affiliates. Such insurance policy must specifically enumerate , and cover the obligations of Licensee in this Agreement to defendshall specify MICHIGAN, indemnify and hold RDLP and HSC, including their fellows, directors, officers, trustees, employees directors and agents harmless employees, as additional insureds (in the policy or by written acknowledgement of the insurerotherwise extend such coverage to include those Parties). LICENSEE shall furnish certificate(s) of such insurance to RDLP MICHIGAN, upon request.

Indemnity Insurance. 11.1 13.1 LICENSEE shall defend, indemnify and hold harmless and shall require its Affiliates licensed hereunder and Sublicensees to defend, indemnify and hold harmless RDLP and HSCMICHIGAN, as well as their its Regents, fellows, directors, officers, trustees, employees and agentsagents (collectively, from the "MICHIGAN Parties"), for and against any and all claims, demands, damages, losses, and expenses of any nature (including reasonable attorneys’ ' fees and other litigation expenses), resulting from, but not limited to, from death, personal injury, illness, property damage, economic loss or products liability to the extent resulting from arising from from, or in connection with, any of the following, except to the extent of negligence or willful misconduct proved on the part of any of the MICHIGAN Parties: (1) Any manufacture, use, sale or other disposition by LICENSEE, Affiliates or their transferees Affiliates, Sublicensees of Products;; and (2) The direct or indirect use by any person of Products made, used, sold or otherwise distributed by LICENSEE LICENSEE, Affiliates or Affiliates; (3) The use by LICENSEE or Affiliates of any invention included in the TECHNOLOGY or the Licensed PatentsSublicensees. 11.2 RDLP shall be 13.2 MICHIGAN is entitled to participate at its option and expense through counsel of its own selectionselection and at its own expense, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 11.1 13.1 above; provided that LICENSEE will retain control over such legal actions, including any settlement discussions. 11.3 13.3 Prior to the First Commercial Sale of any Product by LICENSEE or an Affiliate, LICENSEE shall purchase and maintain in effect a policy of product liability insurance. Prior to the commercial sale of any Product by a Sublicensee, LICENSEE shall require that the Sublicensee purchase and maintain in effect a policy of product liability insurance. Each such insurance covering policy must provide reasonable coverage for all claims with respect to diagnostic testing for cystic fibrosis using a Product and any Products manufactured, used, sold, licensed or otherwise distributed by LICENSEE and Affiliates. Such insurance policy must specifically enumerate and cover the obligations of Licensee in this Agreement to defendAffiliates -- or, indemnify and hold RDLP and HSC, including their fellows, directors, officers, trustees, employees and agents harmless (in the policy or case of a Sublicensee's policy, by written acknowledgement of said Sublicensee -- and must specify the insurer)MICHIGAN Parties as an additional insured. LICENSEE shall furnish certificate(s) of such insurance to RDLP MICHIGAN, upon request.

Indemnity Insurance. 11.1 LICENSEE 13.1 NEPHRION shall defend, indemnify and hold harmless and shall require its Affiliates licensed hereunder Sublicensees to defend, indemnify and hold harmless RDLP and HSCMICHIGAN, as well as their its fellows, directors, officers, trustees, employees and agents, from for and against any and all claims, demands, damages, losses, and expenses of any nature (including attorneys’ fees and other litigation expenses), resulting from, but not limited to, death, personal injury, illness, property damage, economic loss or products liability arising from or in connection with, any of the following: (1) Any manufacture, use, sale or other disposition by LICENSEENEPHRION, Affiliates Sublicensees or their transferees of Products; (2) The direct or indirect use by any person of Products made, used, sold or otherwise distributed distributes by LICENSEE NEPHRION or AffiliatesSublicensees; (3) The use by LICENSEE NEPHRION, or Affiliates Sublicensees of any invention included in or computer software related to the TECHNOLOGY or the Licensed Patents. 11.2 RDLP 13.2 MICHIGAN shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, damages, losses and expenses under Paragraph 11.1 13.1 above; provided that LICENSEE will retain control over such legal actions, including any settlement discussions. 11.3 LICENSEE 13.3 Prior to any distribution of any Product by NEPHRION, NEPHRION shall purchase and maintain in effect a policy of product liability insurance. Prior to any distribution of any Product by a Sublicensee, NEPHRION shall require that the Sublicensee purchase and maintain in effect a policy of product liability insurance. Each such insurance covering policy shall provide reasonable coverage for all claims with respect to diagnostic testing for cystic fibrosis using a Product and any Products manufactured, used, sold, licensed or otherwise distributed by LICENSEE NEPHRION, or any Sublicensee(s), and Affiliates. Such insurance policy must specifically enumerate and cover the obligations of Licensee in this Agreement to defend, indemnify and hold RDLP and HSCshall specify MICHIGAN, including their its fellows, directorsofficers and employees, officers, trustees, employees and agents harmless (in the policy or by written acknowledgement of the insurer)as an additional insured. LICENSEE NEPHRION shall furnish certificate(s) of such insurance to RDLP MICHIGAN, upon request. In the event that a policy of product liability insurance required under this Paragraph is unavailable to NEPHRION or is available only under conditions that are inconsistent with reasonable business practice, MICHIGAN and NEPHRION agree to enter into good faith discussions to attempt to achieve a modification of this Paragraph which is acceptable to both parties.