Provision Language
3. Right to Sub–License to MPP Licensees
3.1 MPP may grant sub–licences and may disclose to MPP Licensees only such of the Confidential Information as is necessary for the exercise of the rights sub–licensed, subject in each case to the following conditions: […]
3.1.7. MPP will ensure that Sub–licence Agreements contain release language, indemnifying obligations against any loss, damages, costs, claims or expenses which are awarded against or suffered by UW, its officers, employees, sub–contractors and agents as a result of any act or omission of the MPP Licensee, damage cap, and insurance requirements as included in Schedule 3 and Schedule 4; and UW shall be considered a third–party beneficiary to the Sub–license Agreement(s) and will have the right to enforce and rely on the terms of the Sub–licence Agreement(s), as if it were a party thereto;
11. Warranties and Liability
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11.5 General Insurance Requirement. Throughout the term of this Agreement, or during such period as the Parties will agree in writing, MPP shall cause each Sublicensee to maintain, in full force and effect commercial general liability (CGL) insurance and product liability insurance, with single claim limits consistent with industry standards. Such insurance policy will include coverage for claims that may be asserted by UW against MPP under indemnification clause. Such insurance policy will name the Board of Regents of the University of Washington as an additional insured and will require the insurer to deliver written notice to UW at the address set forth in notices clause, at least 30 days prior to the termination of the policy. MPP will deliver to UW upon request a copy of the certificate of insurance for such policy.
Schedule 3: Development Agreement Term Sheet
7. Development Partner’s Release, Indemnification, Insurance, and Damage Cap. The following language will be included in all Development Partner agreements: […]
7.3 General Insurance Requirement. Throughout the term of the Development Agreement, or during such period as the UW agrees in writing, Development Partner will maintain in full force and effect commercial general liability (CGL) insurance and product liability insurance, with single claim limits consistent with industry standards. Such insurance policy will include coverage for claims that may be asserted by UW against Development Partner under the indemnification section. Such insurance policy will name the Board of Regents of the University of Washington as an additional insured and will require the insurer to deliver written notice to UW at the address set forth in Notices section, at least 30 days prior to the termination of the policy. Development Partner will deliver upon request to UW a copy of the certificate of insurance for such policy.
7.4 Clinical Trial Liability Insurance. Within thirty (30) days prior to the initiation of human clinical trials with respect to Licensed Product(s), Development Partner will provide to UW certificates evidencing the existence and amount of clinical trials liability insurance. Development Partner will issue irrevocable instructions to its insurance agent and to the issuing insurance company to notify UW of any discontinuance or lapse of such insurance not less than 30 days prior to the time that any such discontinuance is due to become effective. Development Partner will provide UW a copy of such instructions upon their transmittal to the insurance agent and issuing insurance company. Development Partner will further provide UW, at least annually, proof of continued coverage.
Schedule 4: Commercialisation Agreement Term Sheet
8. Warranty & Indemnity: The Commercialisation Partner will acknowledge and agree that the Licensed Technology is licensed to Commercialisation Partner “as is”. UW and MPP make no representation or warranty of non–infringement or any representation or warranty that the Licensed Technology is suitable for any purpose for which it may be used by the Licensee. The Commercialisation Agreement will include release, indemnification, limitation of liability, and insurance provisions as follows: […]
8.3 General Insurance Requirement. Throughout the term of the Commercialisation Agreement, or during such period as UW agrees in writing, Commercialization Partner will maintain in full force and effect commercial general liability (CGL) insurance and product liability insurance, with single claim limits consistent with industry standards. Such insurance policy will include coverage for claims that may be asserted by UW against Commercialization Partner under indemnification provisions. Such insurance policy will name the Board of Regents of the University of Washington as an additional insured and will require the insurer to deliver written notice to UW at the address set forth in the notices section at least 30 days prior to the termination of the policy. Commercialization Partner will deliver upon request to MPP and UW a copy of the certificate of insurance for such policy.
8.4 Clinical Trial Liability Insurance. Within thirty (30) days prior to the initiation of human clinical trials with respect to Licensed Product(s), Commercialization Partner will provide to UW certificates evidencing the existence and amount of clinical trials liability insurance. Commercialization Partner will issue irrevocable instructions to its insurance agent and to the issuing insurance company to notify UW of any discontinuance or lapse of such insurance not less than 30 days prior to the time that any such discontinuance is due to become effective. Commercialization Partner will provide UW a copy of such instructions upon their transmittal to the insurance agent and issuing insurance company. Commercialization Partner will further provide UW, at least annually, proof of continued coverage.
18. Insurance: Within 30 days prior to the first commercial launch by Commercialization Partner of a Licensed Product, and each year thereafter for so long as the Commercialisation Agreement is in effect, Commercialisation Partner shall provide to MPP certificates of insurance by insurers acceptable to MPP evidencing comprehensive general liability coverage, including products liability, with a combined limit of no less than 10 million dollars ($10,000,000.00) for bodily injury, including personal injury, and property damage.