Protocols and Procedures. (a) This Agreement anticipates that Ultragenyx, through its Agents, will access various areas of the Facility, and will undertake numerous laboratory projects within the licensed areas. All such uses of the Facility, and all such actions and proceedings, are subject to Buck’s protocols and procedures, as these may be amended from time to time (“Protocols and Procedures”). Such Protocols and Procedures include compliance with the following, without limitation: • Security controls for access to Controlled Areas including the Licensed Lab Space (these security measures can include magnetic cards, passwords, biometric recognition systems, etc.); • Life safety protocols; • Protocols for the handling of any hazardous and waste materials, including meeting all local, state and federal compliance standards as well as all standards to maintain the Facility in compliance with its accreditation; and • Technical protocols and procedures for undertaking any laboratory work done at the Facility. • All general environmental, health and safety procedures (b) In the course of its activities, Ultragenyx and its Agents must conduct all of its laboratory work in compliance with good scientific procedures and strive to avoid cross-contamination. It may not at any time cause a nuisance condition at the Facility, nor shall it engage in any use or activities that would jeopardize the Facility’s accreditation or breach the Protocols and Procedures. Ultragenyx shall advise Buck of the personnel it intends to locate at the Facility and provide that persons identification details in advance so that appropriate clearances can be implemented in an orderly way before such person is granted access to Controlled Areas. (c) Ultragenyx shall require its Agents to undergo such training or briefing through Buck personnel and standards as is reasonable to ensure its Agents at the Facility are aware of and will abide by the Protocols and Procedures (as these may be amended by Buck from time to time). All of the costs of Ultragenyx’s Agents and other staff shall be the sole responsibility of Ultragenyx, and Buck shall have no liability whatsoever for any costs associated with Ultragenyx’s personnel at the Facility; provided, however, that Buck shall provide Ultragenyx personnel with such on-site training and oversight of the Protocols and Procedures as it would for its own staff; this will be done in coordination with other on-site training so as to minimize any additional training costs for Buck. Ultragenyx warrants that its personnel will abide by the Protocols and Procedures (as amended from time to time) and that it will hold harmless and indemnify Buck and the Buck Parties (as defined in Para, 8, below) against any claim, liability, loss, cost (including e.g. court costs and attorneys fees) arising from any failure by Ultragenyx to do so.
Appears in 2 contracts
Sources: License and Services Agreement (Ultragenyx Pharmaceutical Inc.), License and Services Agreement (Ultragenyx Pharmaceutical Inc.)
Protocols and Procedures. (a) This Agreement anticipates that UltragenyxCD, through its AgentsAgent(s), will access various areas of the Facility, and will undertake numerous laboratory projects within the licensed areas. All such uses of the Facility, and all such actions and proceedings, are subject to Buck’s 's protocols and procedures, as these may be reasonably amended from time to time (“"Protocols and Procedures”"). Such Protocols and Procedures include compliance with the following, without limitation: • Security controls for access to Controlled Areas including the Licensed Lab Non-Exclusive Space (these security measures can include magnetic cards, passwords, biometric recognition systems, etc.); • Life safety protocols; • Protocols for the handling of any hazardous and waste materials, including meeting all local, state and federal compliance standards as well as all standards to maintain the Facility in compliance with its accreditation; and • Technical protocols and procedures for undertaking any laboratory work done at the Facility. • Limitations on use of biologics and research animals • All general environmental, health and safety procedures
(b) In the course of its activities, Ultragenyx CDI and its Agents Agent(s) must conduct all of its laboratory work in compliance with good scientific procedures and strive to avoid cross-cross- contamination. It may not at any time cause a nuisance condition at the Facility, nor shall it engage in any use or activities that would jeopardize the Facility’s 's accreditation or breach the Protocols and Procedures. Ultragenyx CDI shall advise Buck of the personnel Agent(s) it intends to locate at the Facility and provide that persons identification details in advance so that in the event appropriate clearances can need to be implemented in an orderly way before such person is granted access to Controlled Areas.
(c) Ultragenyx CDI shall require its Agents Agent(s) to undergo such training or briefing through Buck personnel and standards as is reasonable to ensure its Agents Agent(s)s at the Facility are aware of and will win abide by the Protocols and Procedures (as these may be reasonably amended by Buck from time to time). All of the costs of Ultragenyx’s Agents CDI's Agent(s) and other staff shall be the sole responsibility of UltragenyxCDI, and Buck shall have no liability whatsoever for any costs associated with Ultragenyx’s CD's personnel at the Facility; provided, however, that Buck shall provide Ultragenyx CDI personnel with such on-site training and oversight of the Protocols and Procedures as it would for its own staff; this will be done in coordination with other on-site training so as to minimize any additional training costs for Buck. Ultragenyx CDI warrants that its personnel will abide by the Protocols and Procedures (as amended from time to time) and that it will hold harmless and indemnify Buck and the Buck Parties (as defined in Para, Section 8, below) against any claim, liability, loss, cost (including e.g. court costs and attorneys attorney's fees) arising from any failure by Ultragenyx CDI to do so.
Appears in 1 contract
Sources: License and Services Agreement (Cellular Dynamics International, Inc.)