Master Alliance Provisions Guide (MAPGuide)

Shionogi – GARDP, Cefiderocol License Agreement

  • Liability | Insurance


11.4 Insurance 

Throughout the Term, and for a period of five (5) years after the Term for policies on a claims–made basis, GARDP shall, at its sole cost and expense, obtain, pay for, and maintain in full force and effect, appropriate insurance in commercially reasonable and appropriate amounts that provides, at least, product liability coverage concerning the Licensed Product and contractual liability coverage for GARDP’s defense and indemnification obligations under this License Agreement. Upon request by Shionogi, GARDP shall provide Shionogi with certificates of insurance or other reasonable written evidence of all coverages described in this Section 11.4. Additionally, GARDP shall provide Shionogi with written notice prior to GARDP cancelling, not renewing, or materially changing its insurance in a manner such that it would no longer be compliant with its obligations under this Section 11.4. Without limiting the foregoing, GARDP will require its Sublicensees to purchase and maintain appropriate insurance in order to cover their potential liabilities, including product liability, under the Sublicense Agreements. 

Throughout the Term, and for a period of five (5) years after the Term for policies on a claims–made basis, Shionogi shall maintain appropriate insurance (including by means of self–insurance) consistent with market practice in respect of its obligations under the License Agreement.

Schedule F: Provisions for Sublicense Agreement

14. Insurance

14.1 Sublicensee and its Affiliates and sub–sublicensees, 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 years thereafter:

(a) 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:

(i) death of, or bodily injury (including disease or illness) to, any person in connection with the use or administration of Licensed Product; and

(ii) loss of, or damage to, property, happening in any country where 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 [$10 million].

(b) if they conduct any clinical trials of Licensed Product, clinical trial liability insurance in respect thereof; and

(c) any other insurance required by law.

14.2 To the extent practicable, Sublicensor and Licensor shall be noted as an interested party on all policies required under Section [14.1(a) and 14.1(b)], and within ten (10) Business Days of a request from Sublicensor or Licensor, Sublicensee must produce evidence that the insurances required by this Section [14] are being maintained, including providing copies of policy documents. Sublicensee must notify Sublicensor and Licensor 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 10.

14.3 If any event occurs which may give rise to a claim involving Sublicensor or Licensor under any policy of insurance to be taken out by Sublicensee under this Section [14], then Sublicensee must:

(a) notify Sublicensor and/or Licensor as soon as reasonably practicable but in any event within ten (10) Business Days of the occurrence of that event; and

(b) ensure that Sublicensor and/or Licensor is kept fully informed of any subsequent actions and developments concerning the relevant claim.