Common use of Licensee and its Sublicensee Clause in Contracts

Licensee and its Sublicensee. (s) shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold UFRF, the Florida Board of Governors, the University of Florida Board of Trustees, the University of Florida, and each of their directors, officers, employees, and agents, and the inventors of the Licensed Patents, regardless of whether such inventors are employed by the University of Florida at the time of the claim, harmless against all claims and expenses, including legal expenses and reasonable attorneys fees, arising from a third party claim (including legal expenses and attorneys fees resulting from UFRF’s enforcing this indemnification clause against Licensee with respect to any such third party claim) (collectively, “Liabilities”) arising out of (a) the death of or injury to any person or persons or (b) any damage to property or (c) any other claim, proceeding, demand, expense and liability of any kind whatsoever (other than patent infringement claims) resulting from the production, manufacture, sale, use, lease, consumption, marketing, or advertisement of Licensed Products or Licensed Process(es) or (d) arising from any material breach by Licensee or its Affiliates of any obligation of Licensee hereunder. Notwithstanding the above, UFRF at all times reserves the right to retain counsel of its own and at its expense, to defend UFRF’s, the Florida

Licensee and its Sublicensee. (s) shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold UFRF, the Florida Board of Governors, the University of Florida Board of Trustees, the University of Florida, and each of their directors, officers, employees, and agents, and the inventors of the Licensed Patents, regardless of whether such inventors are employed by the University of Florida at the time of the claim, harmless against all claims and expenses, including legal expenses and reasonable attorneys fees, arising from a third party claim (including legal expenses and attorneys fees resulting from UFRF’s enforcing this indemnification clause against Licensee with respect to any such third party claim) (collectively, “Liabilities”) arising out of (a) the death of or injury to any person or persons or (b) any damage to property or (c) any other claim, proceeding, demand, expense and liability of any kind whatsoever (other than patent infringement claims) resulting from the production, manufacture, sale, use, lease, consumption, marketing, or advertisement of Licensed Products or Licensed Process(es) or (d) arising from any material breach by Licensee or its Affiliates of any obligation of Licensee hereunder. Notwithstanding the above, UFRF at all times reserves the right to retain counsel of its own and at its expense, to defend UFRF’s, the FloridaLicensee