9.5 In any infringement suit that either Party may institute to enforce the Patent Rights pursuant to this Agreement and in any declaratory judgment action that one Party is defending, the other Party hereto shall, at the request and expense of the Party initiating or defending such suit, cooperate in all reasonable respects (including joining as a party if required by law) and, to the extent possible, have its employees testify when requested and make available relevant records, papers, information, samples, specimens, and the like.
9.6 For so long as the license granted herein remains exclusive during the Term of this Agreement, Licensee shall have the sole right to sublicense any alleged infringer for future use of the Patent Rights in accordance with the terms and conditions of this Agreement relating to sublicenses, provided, however, as set forth in Section 9.3 above for any alleged infringer against whom Northwestern is pursuing an infringement action, Licensee shall not offer to sublicense the infringed Patent Rights to such alleged infringer without Northwesterns written consent. Any upfront fees as part of such a sublicense shall be shared equally between Licensee and Northwestern (such upfront payments will not also be subject to payments to Northwestern under Section 5.4 in addition to this equal sharing); other revenues to Licensee resulting from such a sublicense shall be treated pursuant to Sections 5.3 and 5.4.
ARTICLE X PRODUCT LIABILITY
10.1 Licensee shall at all times during the Term of this Agreement and thereafter, indemnify, defend and hold Institutions, their trustees, directors, officers, employees and Affiliates (Institution Indemnitees), harmless against all third party claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys fees, arising out of the death of or injury to any person or persons or out of any damage to property, or resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product(s) or arising from any obligation of Licensee hereunder.
10.2 Licensee shall obtain and carry in full force and effect commercial, general liability insurance, which shall protect Licensee and Institutions with respect to events covered by Section 10.1 above. Such insurance shall be written by an insurance company authorized to do business in the State of Illinois, shall list Northwestern as an additional insured thereunder, and shall require [***] written notice to be given to Northwestern prior to any cancellation or material change thereof. The limits of such insurance shall not be less than [***]. Licensee shall provide Northwestern with Certificates of Insurance evidencing the same. Northwestern shall have the right to ascertain from time to time that such coverage exists, such right to be exercised in a reasonable manner. In the event that Licensee or its Affiliates or Sublicensees: (a) initiates human clinical trials of Licensed Products, (b) undertakes the commercial level production or manufacture of Licensed Products intended for general public consumption or use, or (c) sells, leases, uses, consumes or advertises such Licensed Products, Licensee shall provide written notification to Northwestern prior to entering into such activity. If either Party reasonably believes that the insurance limits set forth above are inappropriate for the industry in which Licensed Products are to be sold, or if Northwestern reasonably believes that such limits are inadequate to provide reasonable protection for Northwestern, the Parties shall then negotiate in good faith to determine appropriate limits.
10.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, INSTITUTIONS, THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,