Rights are provided by Licensee or its Affiliates: (a) breach of this Agreement or any other agreement of Licensee with a third party relating to the Licensed Technology and/or Licensed Products; (b) exercise or practice of the rights granted hereunder by Licensee, its Affiliates and/or its 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, except, in each case of (a), (b), and (c), to the extent that any such claim, demand, or judgment is attributable to: (v) any internal contractual disparity(ies) between Research Institute and Ludwig, including, without limitation, financial disparity(ies); (w) any Losses resulting, directly or indirectly from breach of the Inter-Institutional Agreement between Research Institute and Ludwig, to which Licensee is not a party (x) any breach of this Agreement by any Research Institute and Ludwig Indemnitees; (y) negligence, recklessness or willful misconduct on the part of any Research Institute and Ludwig Indemnitees; or (z) any breach by any Research Institute and Ludwig Indemnitees 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 in Section 8.1 to ensure all obligations to Research Institute and Ludwig 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 Licensee’s obligations to Research Institute and Ludwig Indemnitees; and (ii) include Research Institute and Ludwig Indemnitees as additional insureds. At Research Institute’s request, Licensee shall furnish a certificate of insurance evidencing the policy’s compliance herewith. Licensee is required to provide Research Institute with **** prior written notice of cancellation or material change in such policy. Notwithstanding the foregoing, Licensee shall maintain no less than **** in general liability coverage.
8.3 Procedure. Licensee shall keep Research Institute fully informed in writing on Licensee’s actions regarding the indemnification obligations hereunder and of Licensee’s defense(s) of any claim under this Article 8. Research Institute and Ludwig 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 Research Institute and Ludwig if the terms of such settlement contain admissions of wrongdoing by Research Institute or Ludwig or any covenants or other restrictions affecting Research Institute’s or Ludwig’s ongoing activities or require payment of any consideration to be made by Research Institute or Ludwig. Licensee shall not make any admission of liability on behalf of Research Institute and Ludwig Indemnitees or make any public statements relating to Research Institute and Ludwig Indemnitees without Research Institute’s and Ludwig’s prior written consent.
MARKING, ACKNOWLEDGEMENTS; NO USE OF NAMES OR ENDORSEMENT
9.1 Marking. Subject to Section 8.1, Licensee may mark Licensed Products with a patent notice in accordance with each country’s patent laws in any country where the Licensed Product is made, sold or imported. Licensee shall provide and require its sublicensees including its Affiliates to provide notice of the Field of Use and Licensed Territory restrictions to all entities, including subcontractors and customers, to prevent exhaustion of the Licensed Patents and any implied license.