Sangamo wishes to undertake research relating to the further development of its proprietary zinc finger binding protein and gene therapy technology and BAXTER wishes to fund such research to facilitate SANGAMO's ability to license such technology to BAXTER under the License Agreement. Therefore, BAXTER and SANGAMO have entered into a Research Funding Agreement, contemporaneously herewith. IT IS AGREED as follows.
Sangamo. INVENTIONS shall mean those Inventions independently conceived and/or reduced to practice, or written (as determined by United States patent or copyright law) solely by SANGAMO or by an employee, consultant, agent or representative of 8 SANGAMO or by some other person obligated to assign their rights so such Inventions to SANGAMO or otherwise owned by SANGAMO.
Sangamo. During the Research Term and for a tail period of [***] years thereafter, Sangamo shall, at is expense, maintain commercial general liability insurance with reputable and financially secure insurance carriers to cover its indemnification obligations under Section 11.1 with limits of not less than [***] per occurrence and in the aggregate. All of the insurance policies required under this Section 12.1(b) shall be underwritten by insurers having a A.M. Best’s Rating of A-VII or higher.
Sangamo agrees to indemnify, hold harmless and defend BAXTXX, xxs directors, trustees, officers, employees and agents, against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) incurred as a result of any Third Party claims, suits, demands, causes of action or other proceedings to the extent arising out of the negligence or willful misconduct of SANGAMO, or its directors, officers, employees and agents, or the failure of SANGAMO to disclose relevant information pursuant to Section 2.1, 2.2 or 5.1(c) of this Agreement.
Sangamo. Sangamo shall use Commercially Reasonable Efforts to complete the SB-525 Phase I/II Trial and Sangamo Manufacturing Activities in accordance with the Development Plan. For clarity, Sangamo shall [*].
Sangamo. Sangamo shall indemnify, defend and hold harmless Shire and its Affiliates and Sublicensees, and each of its respective directors, officers, employees and agents (collectively “Shire Indemnified Party”), from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), to the extent resulting from any claims, demands, actions or other proceedings by any Third Party arising out of (a) the material breach of any representation, warranty or covenant by Sangamo under this Agreement; (b) the practice by Sangamo of the licenses granted by Shire, (c) the development, clinical testing, manufacture, use, handling, storage, distribution, marketing, promotion or sale of any ZF Compound or ZF Product by Sangamo, its Affiliates or licensees, as licensed and/or granted to Sangamo pursuant to Sections 3.10 and 14.5 (including any such Liabilities arising out of or alleged to arise out of any ZF Compound or ZF Product manufactured, sold or distributed by or for Sangamo, its Affiliates or licensees or any violation of law by Sangamo, its Affiliates or licensees); (d) the recklessness, negligence or intentional misconduct of any Sangamo Indemnified Party or licensees; (e) the practice by Sangamo, its Affiliates or licensees of the Sangamo Licensed Technology, and (f) the breach by Sangamo of any Third Party license (other than such breach caused directly by the act or omission of Shire); except, in each case ((a), (b), (c) (d), (e) and (f)), to the extent (i) caused by the gross negligence or intentional misconduct of any Shire Indemnified Party or a breach by Shire of any of its representations, warranties or covenants set forth in this Agreement or (ii) associated with any claim of patent infringement of Third Party intellectual property rights based on activity conducted by Sangamo at the JSC’s direction, notwithstanding Sangamo’s objection to conducting such activity based on intellectual property concerns, as a result of Shire’s exercise of its final decision making authority.
Sangamo. During the Research Term and for a tail period [***] thereafter, and for so long as Sangamo develops or sells Sangamo ZF Products anywhere in the world and for a tail period [***] thereafter, Sangamo shall, at its expense, maintain (i) comprehensive General Liability insurance covering death and bodily injury and property damage, with limits of [***], which policy shall include blanket contractual liability applicable to this Agreement; (ii) Product Liability insurance, with limits of [***]; and (iii) Workers’ Compensation insurance including Employers Liability limit of not less than [***] per accident or disease. All of the insurance policies required under this Section 14.1(b) shall be underwritten by insurers having a A.M. Best’s Rating of [***] or higher.
Sangamo agrees to indemnify, hold harmless and defend BAXTER, its directors, trustees, officers, employees and agents against any and all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) incurred as a result of any Third Party claims, suits, demands, causes of action or other proceedings to the extent arising out of SANGAMO's performance of the Sponsored Research, except to the extent arising from the negligence or willful misconduct of BAXTER, or its directors, officers, employees, and agents.
Sangamo. Sangamo shall indemnify, defend and hold harmless Biogen Idec and its Affiliates and Sublicensees, and each of its respective directors, officers, employees and agents (collectively “Biogen Idec Indemnified Party”), from and against all losses, liabilities, damages and expenses, including reasonable attorneys’ fees and costs (collectively, “Liabilities”), to the extent resulting from any claims, demands, actions or other proceedings by any Third Party arising out of (a) the breach of any representation, warranty or covenant by Sangamo under this Agreement; (b) the development, clinical testing, manufacture, use, handling, storage, distribution, marketing, promotion or sale of any Terminated Product by Sangamo, its Affiliates or licensees; (c) the recklessness, negligence or intentional misconduct of any Sangamo Indemnified Party; (d) the practice by Sangamo, its Affiliates or licensees of any of Sangamo’s Licensed Technology; or (e) the breach by Sangamo of any Third Party License (other than such breach caused directly by the act or omission of Biogen Idec); except, in each case ((a), (b), (c) (d) and (e)), to the extent (i) arising out of the negligence, recklessness or intentional misconduct of any Biogen Idec Indemnified Party or a breach by Biogen Idec of any of its representations, warranties or covenants set forth in this Agreement or (ii) associated with a claim of infringement or misappropriation of Third Party intellectual property rights based on a specific activity conducted by Sangamo at the JSC’s direction, notwithstanding Sangamo’s good faith objection to conducting such activity based on intellectual property concerns, as a result of Biogen Idec’s exercise of its final decision-making authority.
Sangamo. Notwithstanding the above, Sangamo shall not originate any publicity, publication, news release or other public announcement, written or oral, relating to this Agreement, including its terms, or the performance hereunder without the prior written approval of Roche (such approval not to be unreasonably withheld), except solely to the extent Sangamo reasonably believes same is otherwise required by applicable law or regulation. Upon approval by Roche, Sangamo may publish a news release regarding this Agreement without the disclosure of any financial terms or any other terms in detail.
