including without limitation shall indemnify, hold harmless, and defend Childrens, OSU (if the Ohio Attorney General approves the defense of OSU), their affiliates and subsidiaries, and their respective officers, directors, employees, representatives, students, agents, and independent contractors (individually and collectively Indemnitees) from and against any and all liability, losses, damages, costs, fees, and expenses, of any kind whatsoever in law or in equity, including reasonable attorneys fees, expert witness fees, and court costs, (collectively, Losses), that such Indemnitees may suffer resulting from any third party claims, demands, or judgments against such Indemnitee arising out of Licensees, its Affiliates and its sublicensees and/or any other third party to whom access to the Licensed Rights are provided by Licensee or Affiliates: (a) breach of this Agreement or any other agreement with a third party relating to the Licensed Product or Licensed Technology; (b) exercise or practice of the rights granted hereunder by Licensee, its Affiliates and/or sublicensees, including the manufacture, sale, offer for sale, importation, keeping, marking or use of Licensed Technology, Licensed Products, and product liability relating to the same; (c) negligence, gross negligence or willful misconduct by its or its Affiliates and/or sublicensee; and (d) the Internal Restructuring, except, in each case of (a), (b), (c) and (d), to the extent that any such claim, demand, or judgment is attributable to : (x) any breach of this Agreement by any Indemnitee; (y) negligence, recklessness or willful misconduct on the part of any Indemnitee; or (z) any breach by any Indemnitee of any applicable law, rule or regulation.
8.2 Insurance. Licensee shall obtain and maintain at all times during the Term and after, and shall require its sublicensees, and any subcontractors of any of the foregoing, to obtain and maintain insurance as set forth this Section 8.2 to ensure all obligations to Childrens, OSU, and their affiliates and subsidiaries hereunder, including without affecting the generality of the foregoing: (a) insurance for all statutory workers compensation and employers liability requirements covering any and all employees with respect to activities resulting from, arising out of or relating to this Agreement; and (b) comprehensive general liability insurance, including product liability insurance, with reputable and financially secure insurance carriers in amounts sufficient to cover their respective activities and indemnity obligations. Further without affecting the generality of the foregoing, such insurance shall: (i) provide an appropriate and standard level of coverage considering the size of Licensee, the type of Licensed Product and standards in the industry, which in any event shall not be less than the amount required to satisfy Licensees obligations to Indemnitees; and (ii) include Indemnitees as additional insureds. At Childrens request, Licensee shall furnish a certificate of insurance evidencing the policys compliance herewith. Licensee is required to provide Childrens with **** prior written notice of cancellation or material change in such policy. Notwithstanding the foregoing, Licensee shall maintain no less than **** in general liability products liability.
8.3 Procedure. Licensee shall keep Childrens fully informed in writing on Licensees actions regarding the indemnification obligations hereunder and of Licensees defense(s) of any claim under this Article 8. Indemnitees shall reasonably cooperate as requested, at the expense of the Licensee, in the defense of the action. Licensee shall not settle any action without the prior written consent of Childrens if the terms of such settlement contain admissions of wrongdoing by Childrens or any covenants or other restrictions affecting Childrens ongoing activities or require payment of any consideration to be made by Childrens. Licensee shall not make any admission of liability on behalf of Indemnitees individually or collectively or make any public statements relating to Indemnitees without Childrens prior written consent.
****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.