Provision Language
MSD–MPP Agreement
3. Sublicenses
3.4 Insurance. MPP shall cause Sublicensees to purchase and maintain appropriate insurance as per the terms of the Sublicense.
Form of Sublicense Agreement
8. Insurance
8.1 Licensee, at its sole cost and expense, shall insure its activities in connection with this Agreement and obtain, keep in force, and maintain comprehensive or commercial form general liability insurance (contractual liability included) with limits as follows:
(a) Each occurrence $500,000
(b) Products/completed operations aggregate $1,000,000
(c) Personal and advertising injury $500,000
(d) General aggregate (commercial form only) $1,000,000
8.2 Notwithstanding the foregoing, no later than sixty (60) days before the first use of any Product in or on a human, Licensee, at its sole cost and expense, shall insure its activities in connection with the work under this Agreement and obtain, keep in force, and maintain comprehensive or commercial form general liability insurance (contractual liability included) with limits as follows:
(a) Each occurrence $10,000,000
(b) Products/completed operations aggregate $10,000,000
(c) Personal and advertising injury $1,000,000
(d) General aggregate (commercial form only) $5,000,000
8.3 Notwithstanding the foregoing, no later than sixty (60) days before the anticipated date of market introduction of any Product, Licensee, at its sole cost and expense, shall insure its activities in connection with the work under this Agreement and obtain, keep in force, and maintain comprehensive or commercial form general liability insurance (contractual liability included) with limits as follows:
(a) Each occurrence $10,000,000
(b) Products/completed operations aggregate $50,000,000
(c) Personal and advertising injury $5,000,000
(d) General aggregate (commercial form only) $10,000,000
8.4 If the above insurance is written on a claims–made form, it shall continue for three (3) years following termination or expiration of this Agreement. The insurance shall have a retroactive date of placement prior to or coinciding with the Effective Date of this Agreement.
8.5 The coverage and limits referred to in Sections 8.1 to 8.3 above will not in any way limit the liability of Licensee under this Agreement. Upon the execution of this Agreement, subsequently at the time of each of the further triggers stated above requiring increased coverage, Licensee will furnish MPP with certificates of insurance evidencing compliance with all requirements herein. Licensee will promptly notify MPP of any material modification of the insurance coverages or cancellation notice it receives of any such insurance policies.
8.6 All insurance coverage required under this Agreement shall be primary to any coverage carried by MSD or MPP. MSD, the MPP and their respective Affiliates, and their respective directors, officers, agents, and employees will be named as loss payees under such commercial general liability and product liability insurance. Upon request by MPP or MSD, Licensee shall provide to MSD and MPP evidence of its insurance coverage.