Indemnification Event means any Claim against one or more Indemnified Parties to the extent resulting from: (a) distribution or other disposition of any Patent Rights, Licensed Products by or on behalf of Inari, its Affiliates, assignees, vendors or other third parties, including, but not limited to, (i) any product liability or other Claim of any kind related to use by a third party of a Licensed Product within the Field of Use, (ii) any Claim by a third party that the use of the any Patent Rights or that the design, composition, manufacture, use, sale distribution, or other disposition or exploitation of any Licensed Product infringes, misappropriates, or violates any patent right, intellectual property rights, or other proprietary right of such third party, and (iii) any Claim by a third party relating to any clinical trials or studies for Licensed Products within the Field of Use; and (b) any breach of this Agreement by or on behalf of Inari or its Affiliates.
Indemnified Party means Inceptus, its affiliates, Drexel, and their respective shareholders, officers, directors, trustees, faculty, agents, contractors, employees and students.
Liabilities means all damages, awards, deficiencies, settlement amounts, defaults, assessments, fines, dues, penalties, reasonable costs, fees, liabilities, obligations, taxes, liens, losses, and reasonable expenses (including, but not limited to, court costs, interest and reasonable fees of attorneys, accountants and other experts) that are incurred by an Indemnified Party or awarded or otherwise required to be paid to third parties by an Indemnified Party.
Licensed Products means products that are made, made for, used, imported, offered for sale, sold, distributed, or are prepared by or on behalf of Inari or its Affiliates that: (a) in the absence of this Agreement, would infringe a Valid Claim of any of the Patent Rights; (b) are made inside the United States using a process or machine that in absence of the Agreement would infringe a Valid Claim of the Patent Rights; or (c) are made outside the United States and imported for sale in the United States, and are made using a process or machine that if used in the United States, in the absence of the Agreement would infringe a Valid Claim of the Patent Rights; but excluding such products (other than ClotTriever) that are labeled for use (i) to treat embolism or thrombosis in carotid arteries, coronary vasculature or cerebral vasculature or (ii) to treat any state or condition (other than embolism or thrombosis) in any and all blood vessels by occlusion or embolization. For clarity, any ClotTriever product that is not covered by any of clause (a), (b) or (c) above is not a Licensed Product.
Litigation Expenditures means: reasonable attorneys fees, court costs, local counsel fees, deposition costs, subpoena costs, court reporter costs, expert fees, and other reasonable expenses directly incurred for investigation or litigation of claims, actions or other proceedings.
Net Sales means the gross sales price invoiced by Inari or its Affiliates for the Sale of Licensed Products, less documented Qualifying Costs using generally accepted accounting principles (GAAP). Sales among Inari or its Affiliates for resale to other third parties shall not be included in the definition of Net Sales but the subsequent resale of such Licensed Products shall be included.
Notice means any notice or other required written communication under this Agreement.