Exhibit E: UBC Terms and Conditions
a) During the Agreement Term (and for a period which is the longer of either three (3) years after the end of the Agreement Term, or three (3) years after the last Licensed Product is sold) each Payor and its Related Parties will procure and maintain insurance (including public liability and commercial general liability insurance), as would be acquired by a reasonable and prudent businessperson carrying on a similar line of business.
b) Notwithstanding Subsection (a) above, one month before the start of any Licensed Product testing involving human subjects (“Human Clinical Trials”) each Payor will give notice to UBC of the terms and amount of the product liability, clinical trials, public liability, and commercial general liability insurance and such other types of insurance which it and/or its Related Parties have placed. This insurance will (i) include the UBC Indemnitees and AlCana Indemnitees as additional insureds; (ii) provide coverage regarding all activities under this Agreement and the Supplemental Agreement; (iii) include a waiver of subrogation against the UBC Indemnitees and AlCana Indemnitees, and a severability of interest and cross-liability clauses; and (iv) provide that the policy cannot be cancelled or materially altered except on at least [**] days’ prior notice to UBC. Each Payor will provide to UBC certificates of insurance evidencing the coverage [**] days before the start of any Human Clinical Trials. Without limiting the generality of the forgoing, no Payor or any of it Related Parties will: (x) start any Human Clinical Trials, or (y) sell any Licensed Product; at any time unless an insurance certificate is provided to UBC, and the insurance outlined above is in effect.