Master Alliance Provisions Guide (MAPGuide)

University of Washington – Medicines Patent Pool, Long-acting Injectable HIV Treatment License Agreement

  • Liability | Indemnification

Definitions

Licensed Productmeans 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

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.

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.

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: […]

7.2 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.

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: […]

8.2. 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.