Common use of Product Liability Indemnification Clause in Contracts

Product Liability Indemnification. 8.1 LICENSEE shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the University and their trustees, officers, employees and affiliates, harmless against all Losses arising directly out of the death of, or injury to, any person or persons or damage to property resulting from the LICENSEE’s or any of its sublicensee’s production, manufacture, sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s), except to the extent such Losses arise, directly or indirectly, out of the negligence or misconduct of RESEARCH FOUNDATION, the University or any of their respective trustees, officers, employees, agents, representatives or affiliates. 8.2 LICENSEE shall procure and maintain liability insurance in amounts customary in the relevant industry in which LICENSEE commercially exploits Licensed Products. 8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTWITHSTANDING ANYTHING IN THIS ARTICLE VIII OR ELSEWHERE HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Product Liability Indemnification. 8.1 LICENSEE shall(a) Notwithstanding anything to the contrary herein, at all times during the term of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the University and their trustees, officers, employees and affiliates, harmless against OV shall be solely responsible for all Losses arising directly out of from Product Liability claims brought in the death ofTerritory, or injury to, any person or persons or damage to property resulting from the LICENSEE’s or any of its sublicensee’s production, manufacture, sale, use (both experimental and consumer), lease, consumption or advertisement of the Licensed Product(s), except other than to the extent such Losses arisecovered in clause (b) below, resulting directly from (i) OV’s breach of its warranties, covenants or indirectlyagreements contained in this Agreement, out (ii) the violation of any Applicable Laws by OV, its Affiliates, distributors or sublicensees (other than LP, its Affiliates, licensees or contractors), (iii) Development activities by OV, its Affiliates or sublicensees (other than LP, its Affiliates, licensees or contractors), (iv) the Development, use and Commercialization of Compound and Product(s) by or on behalf of OV or its Affiliates, licensees or sublicensees (other than LP, its Affiliates, licensees or contractors), (v) the conduct of clinical trials for the Product anywhere by OV, its Affiliates, licensees or sublicensees (other than LP, its Affiliates, licensees or contractors) and/or (vi) inaccurate or misleading content of any sales or promotional literature in connection with the marketing, promotion and sale of the negligence or misconduct of RESEARCH FOUNDATION, Product in the University or any of their respective trustees, officers, employees, agents, representatives or affiliatesTerritory. 8.2 LICENSEE (b) Notwithstanding anything to the contrary herein, LP shall procure be solely responsible for all Losses from Product Liability claims, other than to the extent covered in clause (a) above, resulting directly from (i) LP’s breach of its warranties, covenants or agreements contained in this Agreement, (ii) the violation of any Applicable Laws by LP, its Affiliates or licensees (other than OV, its Affiliates, licensees or contractors), (iii) Development activities by LP, its Affiliates or licensees or contractors (other than OV, its Affiliates, licensees or contractors), (iv) the Development, use, and maintain Commercialization of Compound and Product(s) by or on behalf of LP or its Affiliates, licensees or sublicensees (other than OV, its Affiliates, licensees or contractors) inside or outside the Territory prior to the Effective Date or during the Term, and (v) the conduct of clinical trials for the Product anywhere by LP, its Affiliates, licensees or sublicensees (other than OV, its Affiliates, licensees or contractors). For the avoidance of doubt, OV shall have no liability insurance in amounts customary in the relevant industry in which LICENSEE commercially exploits Licensed Productswith regard to Irofulven Analogues pursued by LP. 8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTWITHSTANDING ANYTHING IN THIS ARTICLE VIII OR ELSEWHERE HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Product Liability Indemnification. 8.1 LICENSEE 1. Supplier shall indemnify, defend, and hold ALDI and its agents and employees harmless, from and against any claims, suits, judgments, damages, loss and liability for bodily injury, sickness, disease or death, destruction or damage to property, and any loss, including consequential and incidental damages, lost profit, injury to reputation, reasonable attorneys’ fees and other expenses of litigation, and exemplary damages for which ALDI may be vicariously liable, which arise out of or result from (a) any breach by Supplier of its obligations or warranties and representations under this Agreement, and (b) any lawsuit or claim of any type against ALDI arising out of Supplier’s product sold to ALDI, including any act or omission of Supplier or its agents, employees or subcontractors, in connection with this Agreement or the product furnished by Supplier; provided, however this indemnification obligation of Supplier shall not apply to that portion of any loss and liability due to ALDI’s negligence or willful misconduct. Initial: ALDI Supplier 2. ALDI shall have the right to participate in the defense of any claim including claims involving ALDI Private Labels, with counsel of its choosing, at the expense of Supplier, without losing the right to indemnity. 3. Regarding claims by an employee of Supplier or its subcontractor against ALDI, Supplier’s indemnification obligation under this Article is not limited by a limitation on the amount or type of damages, compensation or benefits payable by or for Supplier under workers’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts. 4. Supplier’s obligation under this Article shall be independent of, and in addition to, Supplier’s obligation to provide insurance under Article VII. 5. In addition to ALDI’s remedies, under paragraph 1 of this Article, if (a) products sold to ALDI by Supplier are (i) non- compliant with Supplier’s warranties, (ii) not or will not be delivered in a timely manner, (iii) not in compliance with any requirements of this Agreement, or (iv) rejected or encumbered by U.S. authorities; (b) Supplier advises ALDI that it will not be able to perform any of its obligations under this Agreement; or (c) ALDI believes on reasonable grounds that there will be a delay in delivery, or a failure to comply with any applicable law, or any of Supplier’s obligations under this Agreement, then, in addition to and without limiting any other rights or remedies of ALDI, including any right to claim damages for Supplier’s breach, ALDI shall be entitled to: a. issue a “stop sale” for such products, in which case the products will be pulled from sale in ALDI stores; b. withhold payment for such products; c. cancel an order and terminate the Purchasing Contract, in which case ALDI has no obligation to accept delivery of or pay for the products; d. reject any products forming part of the order which have already been received; and e. purchase alternative supplies of the products, and Supplier will be liable for any additional costs incurred by ALDI in respect of such alternative suppliers. 6. Where ALDI exercises a right hereunder to reject any products which have been received by ALDI or to cancel an order which is in shipment to ALDI: a. Supplier shall, at its risk and expense, collect any products that have been delivered to ALDI within 14 days of ALDI providing written notice to Supplier that the products are to be collected; b. if Supplier does not collect the products within 28 days of ALDI providing written notice to Supplier that the products are to be collected by Supplier, ALDI may destroy those products and Supplier shall have no claim against ALDI with respect to the destruction of those products; and c. Supplier shall reimburse ALDI for its lost profit, cost of advertising, cost of returns, any payment made by ALDI for such products, and without limitation, any freight expense, fines, penalties, fees and any other expenses incurred by ALDI with respect thereto. 7. If ALDI issues a “stop sale” or rejects Supplier’s products, and if Supplier’s product has already been delivered to ALDI and Supplier desires return of its product, Supplier shall pay all times during the term expenses in any way associated by such return, and Supplier shall pay ALDI a fee of this Agreement and thereafter, indemnify, defend and hold RESEARCH FOUNDATION, the University and their trustees, officers, employees and affiliates, harmless against all Losses arising directly out $50 per store involved as a handling charge for return of the death of, or injury to, any person or persons or damage product with a minimum charge to property resulting from the LICENSEE’s or any Supplier of $1,000 per ALDI division. If Supplier does not desire return of its sublicenseeproduct, Supplier shall pay ALDI’s production, manufacture, sale, use (both experimental costs of disposing and consumer), lease, consumption or advertisement destruction of the Licensed Product(s)product. Supplier shall remove all references to ALDI’s Private Labels on any product and packaging which is the subject of an order cancelled by ALDI or which is returned from ALDI, except to the extent such Losses arise, directly and Supplier shall not sell or indirectly, out dispose of the negligence or misconduct of RESEARCH FOUNDATION, the University or any of their respective trustees, officers, employees, agents, representatives or affiliatesproducts until such removal has been effected and approved by ALDI. 8.2 LICENSEE shall procure and maintain liability insurance in amounts customary in the relevant industry in which LICENSEE commercially exploits Licensed Products. 8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, RESEARCH FOUNDATION MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING. NOTWITHSTANDING ANYTHING IN THIS ARTICLE VIII OR ELSEWHERE HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR SPECIAL DAMAGES WHATSOEVER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.