rated by A.M. Best. Within 15 days of the Effective Date of this Agreement, Epinomics will furnish a Certificate of Insurance evidencing primary coverage and additional insured requirements. Epinomics will provide to Stanford 30 days prior written notice of cancellation or material change to this insurance coverage. Epinomics will advise Stanford in writing that it maintains excess liability coverage (following form) over primary insurance for at least the minimum limits set forth above. All insurance of Epinomics will be primary coverage; insurance of Stanford Indemnitees and HHMI Indemnitees will be excess and noncontributory.
Epinomics and its Affiliates and Sublicensees shall comply with all United States laws and regulations controlling the export of licensed commodities and technical data. (For the purpose of this paragraph, licensed commodities means any article, material or supply but does not include information; and technical data means tangible or intangible technical information that is subject to U.S. export regulations, including blueprints, plans, diagrams, models, formulae, tables, engineering designs and specifications, manuals and instructions.) These laws and regulations may include, but are not limited to, the Export Administration Regulations (15 CFR 730-774), the International Traffic in Arms Regulations (22 CFR 120-130) and the various economic sanctions regulations administered by the U.S. Department of the Treasury (31 CFR 500-600).
Among other things, these laws and regulations prohibit or require a license for the export or retransfer of certain commodities and technical data to specified countries, entities and persons. Epinomics hereby gives written assurance that it will comply with, and will cause its Affiliates and Sublicensees to comply with all United States export control laws and regulations, that it bears sole responsibility for any violation of such laws and regulations by itself or its Affiliates or Sublicensees, and that it will indemnify, defend and hold Stanford harmless for the consequences of any such violation.
Before any Licensed Patent issues, Epinomics will mark Licensed Product with the words Patent Pending. Otherwise, Epinomics will mark Licensed Product with the number of any issued Licensed Patent.
Epinomics will not use (i) Stanfords or HHMIs name or other trademarks, (ii) the name or trademarks of any organization related to Stanford or HHMI, or (iii) the name of any Stanford or HHMI faculty member, employee, student or volunteer without the prior written consent of the party (Stanford, or HHMI, or the applicable individual, as the case may be) whose name or trademark is being used. Permission may be withheld at Stanfords or HHMIs sole discretion. This prohibition includes, but is not limited to, use in press releases, advertising, marketing materials, other promotional materials, presentations, case studies, reports, websites, application or software interfaces, and other electronic media. Notwithstanding anything to the contrary herein, Epinomics may without prior permission, reasonably utilize Stanfords name or names of Stanford employees in statements of fact (provided such statements do not imply endorsement of Epinomicss products or services) in legal proceedings, patent filings, and regulatory filings.
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