after expiration of any time period granted to Sublicensee with respect to meeting such condition (for example and to the extent applicable, the Initial Notice Period and/or the periods described in Subsections 9.8.4 Sublicensee Certification that Conditions are Satisfied and 9.8.5 Time Limitations), Sublicensee will not practice Licensed Rights except as provided for in Section 9.6 Effect of Termination and University will be free to license or not license Licensed Rights to such Sublicensee according to Universitys sole discretion.
10. RELEASE, INDEMNIFICATION, AND INSURANCE
10.1 Companys Release. Company hereby releases University, IRB, and their regents, officers, employees, and agents forever from any and all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys and investigative expenses) relating to or arising out of (a) the manufacture, use, lease, sale, or other disposition of a Licensed Product; or (b) the assigning or sublicensing of Companys rights under this Agreement.
10.2 Indemnification. Company will indemnify, defend, and hold harmless University, IRB and their regents, officers, employees, and agents (each, an Indemnitee) from all Third Party suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys and investigative expenses), based on Universitys or IRBs role in developing or licensing Licensed Rights and relating to or arising out of Companys or Sublicensees exercise of any rights with respect to Licensed Products, including, without limitation, personal injury, property damage, breach of contract and warranty and products-liability claims relating to a Licensed Product and claims brought by a Sublicensee (each, a Claim), provided that the Company will not have obligations to the extent resulting from the Universitys or IRBs gross negligence or willful misconduct. In the event of a Claim, the Indemnitee against whom a Claim is brought will: (a) give Company written notice of the Claim within a reasonable period of time after such Indemnitee receives notice thereof along with sufficient information for Company to identify the Claim; and (b) cooperate and provide such assistance (including, without limitation, testimony and access to documentation within the possession or control of such Indemnitee) as Company may reasonably request in connection with Companys defense, settlement and satisfaction of the Claim. Company will pay or reimburse all costs and expenses reasonably incurred by such Indemnitee to provide any such cooperation and assistance. Any settlement that would admit liability on the part of University or IRB or that would involve any relief other than the payment of monetary damages will be subject to the approval of University and/or IRB, such approval not to be unreasonably withheld. HHMI, and its trustees, officers, employees, and agents (collectively, HHMI Indemnitees), will be indemnified, defended by counsel acceptable to HHMI, and held harmless by Company from and against any claim, liability, cost, expense, damage, deficiency, loss, or obligation, of any kind or nature (including, without limitation, reasonable attorneys fees and other costs and expenses of defense) (collectively, HHMI Claims), based upon, arising out of, or otherwise relating to this Agreement or any Sublicense, including without limitation any cause of action relating to product liability. The previous sentence will not apply to any HHMI Claim that is determined with finality by a court of competent jurisdiction to result solely from the gross negligence or willful misconduct of an HHMI Indemnitee. Notwithstanding any other provision of this Agreement, Companys obligation to defend, indemnify and hold harmless the HHMI Indemnitees under this paragraph will not be subject to any limitation or exclusion of liability or damages or otherwise limited in any way.
10.3 Companys Insurance.
| || |
Icosavax, Inc. / University of Washington
Exclusive License Agreement
UW CoMotion Ref. [***]