Licensed Methods, including the development, manufacture, use, sale or other disposition of Licensed Products and Licensed Methods and all activities associated therewith. The nature and extent of such insurance shall be commensurate with usual and customary industry practices for similarly situated companies. The specified minimum insurance amounts will not constitute a limitation on Licensees obligation to indemnify Licensor, the University of Utah, and their respective officers, employees and agents, under this Agreement.
|17.2 || |
Evidence of Insurance and Notice of Changes
Licensee will provide Licensor with written evidence of such insurance upon request by Licensor. Licensee will provide Licensor with written notice of at least thirty (30) days prior to the cancellation, non-renewal, or material change in such insurance.
|17.3 || |
Continuing Insurance Obligations
Licensee will maintain such commercial general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any Licensed Produces) and/or licensed Method(s) developed pursuant to this Agreement is being commercially distributed or sold by Licensee, any Affiliate, or any Sublicensee or agent of Licensee; and (if) for five (5) years after such period,
ARTICLE 18. WAIVER
No waiver by either Party of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.
ARTICLE 19. ASSIGNABILITY
Except in the event of a merger or sale of substantially all membership interest, stock or assets of Licensee relating to the Patent Rights where thirty (30) days advanced written notice to Licensor shall be required, this Agreement is not assignable or otherwise transferable by Licensee without the prior written consent of Licensor, which will not be unreasonably withheld. The failure of Licensee to comply with the terms of this section shall be grounds for termination of the Agreement by Licensor under Article 12. Licensee shall have the right to change its structure, for example from an LLC to a corporation., as necessary to attract financing and develop the technology, without Licensor approval.
ARTICLE 20. INDEMNIFICATION BY LICENSEE
Licensee shall indemnify, hold harmless and defend Licensor, the University, and their respective officers, employees and agents, against any and all claims, suits, losses, damages, costs, liabilities, fees and expenses (including reasonable fees of attorneys) resulting from or arising out of exercise of: (a) any license granted under this Agreement limited to claims, suits, losses, damages, costs, liabilities, fees and expenses resulting from causes that are reasonably within Licensees control, or (b) any negligent or willful act, error, or omission of Licensee, its agents, employees, Affiliates or Sublicensees, except to