actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys and investigative expenses) relating to or arising out of the manufacture, use, lease, sale, or other disposition of a Licensed Product, except to the extent arising from (i) any breach by University of this Agreement or (ii) the negligence or willful misconduct of University or any of its officers, employees and agents.
9.2.1. The Licensees Indemnification. Throughput the Term and thereafter, the Licensee shall indemnify, defend, and hold the University and its regents, employees, and agents harmless from all liabilities, damages, losses, or expenses (including reasonable attorneys and investigative expenses) (collectively, Losses) resulting from any suits, actions, claims, or demands brought by any Third Party ^Claims) relating to or arising out of the Licensees exercises or attempt to exercise any of the rights or licenses granted it under this Agreement, including without limitation, the manufacture, use, lease, sale, or other disposition of a Licensed Product or the Licensees breach of any term of this Agreement; except to the extent such Losses arise from (i) any breach by the University of this Agreement or (ii) the negligence or willful misconduct of such indemnified entity.
9.2.2. The Universitys Indemnification. Subject to the limitations on liability set forth in section 11, throughout the Term and thereafter, the University shall indemnify, defend, and hold the Licensee and its directors, employees, and agents harmless from all Losses resulting from any Claims relating to or arising out of the Universitys breach of this Agreement, negligence or willful misconduct.
9.2.3. Indemnification Procedure. To be eligible to be indemnified hereunder, the indemnified entity shall provided the indemnifying party prompt notice of the Claim giving rise to the indemnification obligation under section 9.2.1 or 9.2.2, as the case may be, and the exclusive ability to defend (with the reasonable cooperation of the indemnified entity) or settle any such Claim; provided, however, that the indemnifying party shall not enter into any settlement that admits fault, wrongdoing or damages (other than monetary damages) without the indemnified entitys written consent, such consent not to be unreasonably withheld or delayed. The indemnified entity shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim that has been assumed by the indemnifying party; provided that the indemnifying party shall have no obligation with respect to any Losses resulting from the indemnified entitys admission, settlement or other communication without the prior written consent of the indemnifying party.
9.3. The Licensees Insurance.
9.3.1. Throughout the Term, or during such other period as the parties agree in writing, the Licensee shall maintain, and shall cause each Sublicensee to maintain, in full force and effect comprehensive general liability (CGL) insurance, with single claim