Common use of Board Indemnification Clause in Contracts

Board Indemnification. (a) To the extent authorized under the Constitution and laws of the State of Texas, Board shall hold harmless and indemnify Licensee, its officers, employees, agents and representatives, from and against any Losses related to University’s obligation to pay royalties to Monsanto under the Monsanto Agreement occurring or existing at any time before or on the date that Monsanto assigns its joint ownership interest in the Patent Rights to Licensee under Section 6.2(b) hereof. Board’s aggregate liability under this Section 11.2(a) shall not exceed the amounts paid by Licensee to Board under Section 6.1(a) and 6.1(b) hereof during the one-year period preceding the date of the event that gave rise to such liability. (b) To the extent authorized under the Constitution and laws of the State of Texas, Board shall hold harmless and indemnify Licensee, its officers, employees, agents and representatives from and against any Losses caused by, or arising out of, or resulting ****Text has been omitted pursuant to a confidentiality request. Omitted text has been filed with the Securities and Exchange Commission. from any breach, amendment, termination or other modification of the Monsanto Agreement by Board, including any termination of the Monsanto Agreement arising from any failure to pay royalties thereunder, except to the extent such Losses arise from the negligent acts or omissions of any Licensee. (c) Board shall, to the extent authorized under the Constitution and laws of the State of Texas, indemnify and hold Licensee harmless from any Losses resulting from the negligent acts or omissions of Board, its agents or employees pertaining to the activities to be carried out pursuant to this Agreement; provided, that (i) Board shall not hold Licensee harmless from claims arising out of the negligent acts or omissions, or willful malfeasance of Licensee, its officers, agents, or employees, or any person or entity not subject to the University’s supervision or control and (ii) Board shall not be liable for any type of indirect, special, consequential, exemplary or punitive damages (including, without limitation, damages for loss of profits or expected savings) whatsoever arising out of or in connection with this Agreement or its subject matter or the Monsanto Agreement, regardless of whether Board knows or should know of the possibility of such damages.