Master Alliance Provisions Guide (MAPGuide)

GARDP – Orchid, Cefiderocol Manufacturing Sublicense and Technology Transfer Agreement

  • Liability | Insurance



11.3 Insurance

(a) The Sublicensee and its Affiliates must take out and maintain the following insurances with a reputable insurer during the Term and, if the policy is on a claims-made basis, for five (5) years thereafter:

(i) a comprehensive commercial general liability and product liability policy to cover all sums which it may become legally liable to pay as compensation consequent upon:

      • death of, or bodily injury (including disease or illness) to, any person in connection with the use or administration of Licensed Product; and
      • loss of, or damage to, property, happening in any country where the Sublicensee is conducting any activities pursuant to the Sublicense Agreement and arising out of or in connection with this Sublicense Agreement.

The limit of liability provided by this policy must be not less than USD $10 million.


(ii) Any other insurance required by law.

(b) To the extent practicable, GARDP and Shionogi shall be noted as an interested party on all policies required under Section 11.3, and within ten (10) Business Days of a request from GARDP or Shionogi, the Sublicensee must produce evidence that the insurances required by this Section 11 are being maintained, including providing copies of policy documents. The Sublicensee must notify GARDP and Shionogi immediately of any cancellation or material change to a relevant insurance policy which would cause its coverage to no longer be compliant with the obligations of this Section 11.

(c) If any event occurs which may give rise to a claim involving GARDP or Shionogi under any policy of insurance to be taken out by the Sublicensee under this Section 11, then Sublicensee must:

(i) Notify GARDP and/or Shionogi as soon as reasonably practicable but in any event within ten (10) Business Days of the occurrence of that event; and

(ii) Ensure that GARDP and/or Shionogi is kept fully informed of any subsequent actions and developments concerning the relevant claim.