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12 <br /> desire to enter into such a license agreement, and a license agreement shall be negotiated in good faith <br /> within a period not to exceed one hundred twenty days (120) from Sponsor's notification to University of <br /> its desire to enter into a license agreement, or such period of time as the parties shall mutually agree. In <br /> the event that Sponsor and University fail to enter into an agreement during that period of time,then the <br /> rights to such inventions or discoveries shall be disposed of in accordance with University policies,with <br /> no obligation to Sponsor. Sponsor agrees to pay a reasonable royalty for the use of the invention or <br /> discovery to be negotiated in good faith. Until any such invention or discovery has been presented as set <br /> forth above,University shall not offer rights to that invention or discovery to any third party. <br /> 8.2 In the event Sponsor elects to exercise its option as to any invention or discovery, in accordance <br /> with the procedures detailed above, it shall be obligated to pay all patent expenses for such invention or <br /> discovery. This shall include, but not be limited to, the cost of any prior activities investigating <br /> patentability of said invention or discovery before exercise of the option, such as search and opinion for <br /> patentability, that may have been performed by University pursuant to its arrival at a judgment of <br /> commercially exploitable status. It is contemplated that, in the majority of instances, Sponsor will be <br /> asked to determine whether it will exercise its option prior to the filing of the first patent application. <br /> 9.LIABILITY <br /> 9.1 Sponsor agrees to indemnify and hold harmless System, University, their Regents, officers, <br /> agents and employees from any liability, loss or damage they may suffer as a result of claims, demands, <br /> costs or judgments against them arising out of the use by Sponsor of the results obtained from the <br /> activities performed by University under this Agreement; provided, however, that the following is <br /> excluded from Sponsor's obligation to indemnify and hold harmless: <br /> (a) the negligent failure of University to substantially comply with any applicable FDA or <br /> other governmental requirements;or <br /> (b) the negligence or willful malfeasance of any Regent, officer, agent or employee of <br /> University or System. <br /> 9.2 Both parties agree that upon receipt of a notice of claim or action arising out of the activities to <br /> be carried out pursuant to the project described in Attachment A, the party receiving such notice will <br /> notify the other party promptly. Sponsor agrees, at its own expense, to provide attorneys to defend <br /> against any actions brought or filed against University, System, their Regents, officers, agents and/or <br /> employees with respect to the subject of the indemnity contained herein, whether such claims or actions <br /> 6 <br /> 65 <br />