Product Liability; Conduct of Business. 12.1 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, whether arising from a third party claim or resulting from UFRF’s enforcing this indemnification clause against Licensee, arising out of the death of or injury to any person or persons or out of any damage to property and against 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 arising from any right or 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 Board of Governors’, the University of Florida Board of Trustees’, the University of Florida’s, and the inventor’s interests.
Product Liability; Conduct of Business. 12.1 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, whether arising from a Third Party claim or resulting from UFRF’s enforcing this indemnification clause against Licensee, arising out of the death of or injury to any person or persons or out of any damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the development, production, manufacture, sale, use, lease, consumption, marketing, or advertisement of Licensed Products or Licensed Process(es) or arising from any right or obligation of Licensee hereunder. Notwithstanding the above, UFRF at all times reserves the right to retain counsel of its own to defend UFRF’s, the Florida Board of Governors’, the University of Florida Board of Trustees’, the University of Florida’s, and the inventor’s interests. *** Confidential Treatment Requested
Product Liability; Conduct of Business. A. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold WiSys and the inventors of the Licensed Patents harmless against all claims and expenses, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of any damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of Products arising from any right or obligation of Licensee or its sublicensee(s) hereunder. WiSys at all times reserves the right to select and retain counsel of its own to defend WiSys’s interests.
Product Liability; Conduct of Business. 10.1. Licensee and its Sublicensee(s) shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold UFRF, the University of Florida, and the inventors of the Licensed Patents harmless against all claims and expenses, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of any damage to property and against 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 or advertisement of Licensed Products arising from any right or obligation of Licensee or any Sublicensee hereunder. Notwithstanding the above, UFRF at all times reserves the right to retain counsel of its own to defend UFRF's, the University of Florida's, and the inventor's interests.
Product Liability; Conduct of Business. A. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold MARSHFIELD CLINIC and the inventors of the Licensed Patents harmless against all claims and expenses, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of any damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of Products arising from any right or obligation of Licensee or its sublicensee(s) hereunder. MARSHFIELD CLINIC at all times reserves the right to select and retain counsel of its own to defend Marshfield Clinic’s interests.
Product Liability; Conduct of Business. A. Gxxxx xxx its sublicensee(s) shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold WARF xxx the inventors of the Licensed Patents harmless against all claims and expenses, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of any damage to property and against 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 or advertisement of Products arising from any right or obligation of Geron or any sublicensee hereunder. Notwithstanding the above, WARF xx all times reserves the right to retain counsel of its own to defend WARF'x xxxerests.
Product Liability; Conduct of Business. A. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold XXXX and the inventors of the Licensed Patents harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property and against 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 or advertisement of Products arising from any right or obligation of Licensee and its sublicensee(s) hereunder. XXXX at all times reserves the right to select and retain counsel of its own to defend XXXX'x interests at XXXX'x own expense.
Product Liability; Conduct of Business. A. Discovery shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold XXXX, the inventors of the Licensed Patents and Ancillary Patents harmless against all claims and expenses, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of any damage to property and against any other claim, proceeding, demand, expense and liability of any kind whatsoever (other than patent infringement claims and claims based on XXXX'x fraudulent conduct) resulting from the production, manufacture, sale, use, lease, consumption or advertisement of Products, the Compound, or Ancillary Compounds arising from any right or obligation of Discovery or any sublicensee hereunder. Notwithstanding the above, XXXX at all times reserves the right to retain counsel of its own to defend its interests at its own expense.
Product Liability; Conduct of Business. A. Subject to UFTB's indemnification obligations pursuant to Section 13(B) hereof, Exactech shall indemnify and hold UFTB harmless from any and all loss, damages, liabilities, costs and expenses, including, without limitation, reasonable attorneys fees and court costs, that may result from any demand, claim, or litigation relating to, resulting from or arising out of the marketing or distribution by Exactech of the Developed Products.
Product Liability; Conduct of Business. A. Licensee will, at all times during the term of this Agreement and thereafter, indemnify, defend, and hold harmless XXXX and the University of Wisconsin-Madison, and their respective employees, trustees, contractors, and agents, as well as the inventors of the Licensed Patents, against all third party claims and expenses, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of any damage to property and against any other third party claim, proceeding, demand, expense, loss, and liability of any kind whatsoever resulting from any of the following: (1) the production, manufacture, sale, use, lease, consumption, marketing, or advertisement of Products by or on behalf of Licensee, or its Affiliates, sublicensees, or customers, (2) use of the inventions claimed in the Licensed Patents by or on behalf of Licensee, or its Affiliates, sublicensees, or customers for any testing, preclinical, or clinical activities, (3) the exercise of any right or the ***Certain Confidential Information Omitted CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Agreement No. [***] performance or non-performance of any obligation of Licensee or its sublicensee(s) hereunder, or (4) the negligent, reckless, or willful actions or omissions of Licensee. XXXX at all times reserves the right to select and retain counsel of its own to defend XXXX’x interests.
