Provision Language
Definitions
“Licensed Product” means any Final Product which (i) entirely or partially uses the Licensed Technology in either its development, manufacture, regulatory approval or (ii) whose manufacture, use or sale would constitute an infringement of any patent claim within the Licensed Technology.
3. Right to Sub–License to MPP Licensees
3.1 MPP may grant sub–licences and may disclose to MPP Licensees only such of the Confidential Information as is necessary for the exercise of the rights sub–licensed, subject in each case to the following conditions: […]
3.1.7. MPP will ensure that Sub–licence Agreements contain release language, indemnifying obligations against any loss, damages, costs, claims or expenses which are awarded against or suffered by UW, its officers, employees, sub–contractors and agents as a result of any act or omission of the MPP Licensee, damage cap, and insurance requirements as included in Schedule 3 and Schedule 4; and UW shall be considered a third–party beneficiary to the Sub–license Agreement(s) and will have the right to enforce and rely on the terms of the Sub–licence Agreement(s), as if it were a party thereto;
11. Warranties and Liability
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11.3 Release. MPP hereby releases UW and its regents, employees, and agents forever from any suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of (a) the manufacture, use, lease, sale, or other disposition of a Licensed Product; or (b) the assigning or sublicensing of MPP’s rights under this Agreement provided however such liabilities are not resulting from the UW’s gross negligence or willful misconduct.
11.4 MPP Indemnification. MPP will indemnify, defend, and hold harmless UW and its regents, employees, and agents (each, an “Indemnitee”) from all third party suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of MPP’s or Sublicensees’ exercise of any rights with respect to Licensed Products, including, without limitation, personal injury, property damage, breach of contract and warranty and products–liability claims relating to a Licensed Product and claims brought by a Sublicensee (each, a “Claim”), provided that such Claim is not resulting from the UW’s gross negligence or willful misconduct.
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11.6 Subject to Clause 11.9, the liability of either Party to the other for any breach of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement will not extend to any indirect damages or losses, even if the Party bringing the claim has advised the other of the possibility of those losses or if they were within the other Party’s contemplation.
11.7 MPP will require that the obligations set out in Clause 11 will be binding upon MPP Licensees and that MPP Licensees will indemnify UW for any direct loss arising from a breach by a MPP Licensee of the obligation under each Sub–licence Agreement.
11.8 Subject to Clause 11.9, the aggregate liability of UW for all and any breaches of this Agreement, any negligence or arising in any other way out of the subject matter of this Agreement, will not exceed the US $500.
11.9 Nothing in this Agreement limits or excludes either Party’s liability for any liability that, by law, cannot be limited or excluded.
Schedule 3: Development Agreement Term Sheet
6. Warranty & Indemnity: The Development Partner will acknowledge and agree that the Licensed Technology is licensed to Licensee “as is”. UW and MPP make no representation or warranty of non–infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Development Partner. The Development Agreement will include indemnification and limitation of liability provisions consistent with Clause 11 of the MPP–UW Agreement.
7. Development Partner’s Release, Indemnification, Insurance, and Damage Cap. The following language will be included in all Development Partner agreements:
7.1 Release. The Development Partner hereby releases UW and MPP and their respective regents, employees, and agents forever from any suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of (a) the development, manufacture, use, of Licensed Technology; or (b) the assigning or sublicensing of Development Partner’s rights under the Development Agreement provided however such liabilities are not resulting from the UW’s or MPP’s gross negligence of willful misconduct respectively.
7.2 Development Partner will indemnify, defend, and hold harmless UW and its regents, employees, and agents (each, an “Indemnitee”) from all Third Party suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) arising out of Development Partner’s exercise of any rights with respect to Licensed Products, including, without limitation, personal injury, property damage, breach of contract and warranty and products–liability claims relating to a Licensed Product and (each, a “Claim”), provided that the Development Partner will not have obligations to the extent resulting from the UW’s gross negligence or willful misconduct.
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8. Damage Cap: Except for the liability which cannot be limited by law, the aggregate liability of UW under this Development Agreement will not US $500.
Schedule 4: Commercialisation Agreement Term Sheet
8. Warranty & Indemnity: The Commercialisation Partner will acknowledge and agree that the Licensed Technology is licensed to Commercialisation Partner “as is”. UW and MPP make no representation or warranty of non–infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Licensee. The Commercialisation Agreement will include release, indemnification, limitation of liability, and insurance provisions as follows:
8.1. Commercialization Partner’s Release. The Commercialization Partner hereby releases UW and MPP and their respective regents, employees, and agents forever from any suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) relating to or arising out of (a) the manufacture, use, lease, sale, or other disposition of a Licensed Product; or (b) the assigning or sublicensing of Commecialization Partner’s rights under the Commercialisation Agreement provided however such liabilities are not resulting from the UW’s or MPP’s gross negligence or willful misconduct respectively.
8.2. Indemnification: Commercialization Partner will indemnify, defend, and hold harmless UW and its regents, employees, and agents (each, an “Indemnitee”) from all third party suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses) arising out of Commercialization Partner’s exercise of any rights with respect to Licensed Products, including, without limitation, personal injury, property damage, breach of contract and warranty and products–liability claims relating to a Licensed Product (each, a “Claim”), provided that the Commercialization Partner will not have obligations to the extent resulting from the UW’s gross negligence or willful misconduct.
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9. Damage Cap: Except for the liability which cannot be limited by law, the aggregate liability of UW under the Commercialisation Agreement will not exceed US $500.