Common use of Security for Indemnification Clause in Contracts

Security for Indemnification. a. At such time as any Licensed Product, process or service relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix or by a licensee, Affiliate or agent of Cell-Matrix, Cell-Matrix shall at its sole costs and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $10,000,000 per incident and $20,000,000 annual aggregate and naming the Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-Matrix's indemnification under Section 11 of this Agreement. If Cell-Matrix elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be reasonably acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 shall not be construed to create a limit of Cell-Matrix's liability with respect to its indemnification under Section 11 of this Agreement. b. Cell-Matrix shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix shall provide NYU with written notice at least sixty (60) days prior to the cancellation, non-renewal or material change in such insurance; if Cell-Matrix does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period without notice or any additional waiting periods. c. Cell-Matrix shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix or by a sublicensee, Affiliate or agent of Cell-Matrix and (ii) a reasonable period after the period referred to in (c)(i) above, which in no event shall be less than fifteen (15) years.

Security for Indemnification. a. (a) At such time as any Licensed Product, process or service relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a licenseesublicensee, Affiliate Corporation Entity or agent of Cell-MatrixCORPORATION, Cell-Matrix CORPORATION shall at its sole costs cost and expense, expense procure and maintain maintain, or cause a sublicensee, Corporation Entity or agent of CORPORATION to procure and maintain, policies of comprehensive general liability insurance in amounts not less than $10,000,000 *** per incident and $20,000,000 *** annual aggregate and naming the Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-MatrixCORPORATION's indemnification under Section 11 13 of this Agreement. If Cell-Matrix CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 *** annual aggregate) such self-insurance program must be reasonably acceptable to NYU. *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. The minimum amounts of insurance coverage required under this Section 12 14 shall not be construed to create a limit of Cell-MatrixCORPORATION's liability with respect to its indemnification under Section 11 13 of this Agreement. b. Cell-Matrix (b) CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix CORPORATION shall provide NYU with written notice noticed at least sixty (60) days *** prior to the cancellation, non-renewal nonrenewal or material change in such insurance; if Cell-Matrix CORPORATION does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, *** *** NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period *** without notice or any additional waiting periods. c. Cell-Matrix (c) CORPORATION shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a sublicensee, Affiliate Corporation Entity or agent of Cell-Matrix CORPORATION and (ii) a reasonable period after the period referred to in (c)(i) above, above which in no event shall be less than fifteen (15) years*** *** .

Security for Indemnification. a. 15.01. At such time as any Licensed Product, process or service relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) or tested in clinical trials by Cell-Matrix INI or by a licensee, Affiliate or agent of Cell-MatrixINI, Cell-Matrix INI shall at its sole costs and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than (i) $5,000,000 per incident and $5,000,000 annual aggregate during the period that such Licensed Product, process, or service is being tested in clinical trials prior to commercial sale, and (ii) $10,000,000 per incident and $20,000,000 annual aggregate during the period that such Licensed Product, process, or service is being commercially distributed or sold, and in each case naming the Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-Matrix's INI’s indemnification under Section 11 14 of this Agreement. If Cell-Matrix INI elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program shall include assets or reserves which have been actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 15 shall not be construed to create a limit of Cell-Matrix's INI’s liability with respect to its indemnification under Section 11 14 of this Agreement. b. Cell-Matrix 15.02. INI shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix INI shall provide NYU with written notice at least sixty (60) days prior to the cancellation, non-renewal or material change in such insurance; if Cell-Matrix INI does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period without notice or any additional waiting periods. c. Cell-Matrix 15.03. INI shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) or tested in clinical trials by Cell-Matrix INI or by a sublicensee, Affiliate or agent of Cell-Matrix INI and (ii) a reasonable period after the period referred to in (c)(ii) above, above which in no event shall be less than fifteen (15) years.

Security for Indemnification. a. At such time as any Licensed Product, process or service relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a licenseean Affiliate, Affiliate licensee or agent of Cell-MatrixCORPORATION, Cell-Matrix CORPORATION shall at its sole costs cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $10,000,000 10,000,000.00 per incident and $20,000,000 20,000,000.00 annual aggregate and naming the Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-MatrixCORPORATION's indemnification under Section 11 14 of this Agreement. If Cell-Matrix CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be reasonably acceptable to NYU. If CORPORATION is unable to obtain such insurance, NYU shall discuss in good faith with Corporation whether such amounts may be modified. In the event CORPORATION is unable to obtain insurance in the above-specified amounts in the available insurance market, CORPORATION and NYU shall agree upon alternative amounts which can be obtained in the available insurance market. The minimum amounts of insurance coverage required under this Section 12 15 shall not be construed to create a limit of Cell-MatrixCORPORATION's liability with respect to its indemnification under Section 11 14 of this Agreement. b. Cell-Matrix CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix CORPORATION shall provide NYU with written notice at least sixty (60) days prior to the cancellation, non-renewal or material change in such insurance; if Cell-Matrix CORPORATION does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period without notice or any additional waiting periods. c. Cell-Matrix CORPORATION shall maintain such comprehensive general liability insurance beyond the expiration or of termination of this Agreement during (i) the period that any product, process or service, service relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a sublicensee, Affiliate sublicensee or agent of Cell-Matrix CORPORATION and (ii) a reasonable period after the period referred to in (c)(i) above, above which in no event shall be less than fifteen (15) years.

Security for Indemnification. a. At CORPORATION shall not sell any BPI products nor manufacture, have manufactured, market or distribute, any BPI Products for commercial sale, nor grant any rights to a third party to sell BPI Products or to make, have made, distribute or market any BPI Products for commercial sale unless CORPORATION shall have first: i) provided NYU with a certificate of insurance proving the CORPORATION or such time as any Licensed Productthird party has in force, process or service relating toduring the term of this Agreement, or developed pursuant to, this Agreement a policy of insurance acceptable to NYU which: (a) is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix or by a licensee, Affiliate or agent of Cell-Matrix, Cell-Matrix shall at its sole costs and expense, procure and maintain policies of comprehensive general liability insurance drawn in amounts an amount not less than five million dollars ($10,000,000 per incident 5,000,000) for each occurrence as a combined single limit for bodily injury including personal injury and $20,000,000 annual aggregate death and naming the Indemnitees property damage; and (b) is endorsed to name NYU, CORPORATION, CORPORATION's sublicensees and their respective partners, trustees, officers, directors, employees, agents and students as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-Matrix's indemnification insureds under Section 11 of this Agreement. If Cell-Matrix elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be reasonably acceptable to NYU. The minimum amounts policy of insurance coverage required under this Section 12 shall not be construed to create a limit of Cell-Matrix's liability with respect to its indemnification under CORPORATION's obligations to indemnify pursuant to Section 11 of this Agreement.15; and b. Cell-Matrix shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix shall provide NYU with written notice at least (c) which contains a stipulation that the required coverage will not be reduced, materially altered or cancelled without first giving sixty (60) days prior written notice to the cancellation, non-renewal or material change in such insuranceNYU's Director of Insurance at NYU; if Cell-Matrix does not obtain replacement insurance providing comparable coverage within such sixty or ii) provided NYU written evidence acceptable to NYU (60) day period, NYU shall have the right to terminate this Agreement effective at the end individual full discretion of such sixty NYU) that CORPORATION has sufficient financial resources to support meaningfully the indemnification obligations undertaken in Section 15; or iii) provided NYU with CORPORATION's warranty and representation (60and upon request by NYU, evidence acceptable to NYU) day period without notice or any additional waiting periods. c. Cell-Matrix shall maintain such comprehensive general liability insurance beyond that CORPORATION's net worth (excluding intangible assets) during the expiration or termination term of this Agreement during is in excess of five million dollars (i$5,000,000), as determined in accordance with accounting principles generally accepted in the United States and consistently applied; or iv) the period that any productprovided NYU, process or servicewith a written guarantee and undertaking in form satisfactory, relating toon a reasonable basis, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix or to NYU by a sublicenseeparty having sufficient financial resources to support the indemnification obligations undertaken in Section 15. Such party shall be required to execute in form satisfactory, Affiliate on a reasonable basis, to NYU a guarantee and undertaking to: (a) provide defense and indemnification to NYU pursuant to Section 15 hereof; (b) maintain at all times required by Section 16.b. hereof sufficient insurance or agent self-insurance to indemnify NYU pursuant to Section 15; (c) upon written request of CellNYU provide evidence satisfactory, on a reasonable basis, to NYU that such party maintains such insurance or self-Matrix insurance, and (iid) a reasonable period after appoint an agent for service of process in the period United States and consent to jurisdiction in the federal and state courts of New York. With respect to such third parties in each instance, NYU and CORPORATION shall negotiate in good faith to determine the nature and extent of the financial resources necessary to constitute "sufficient financial resources" for purposes of this Section 16.a.(iv). b. Unless waived in writing by NYU, CORPORATION agrees that the liability insurance policy or policies referred to in (c)(i) above, which in no event Section 16.a. above shall be less than fifteen maintained in force for so long as this Agreement remains in force and for six (156) yearsyears thereafter or as long as CORPORATION or such third party shall make, use or sell BPI Products, and for six (6) years thereafter, whichever shall be longer. Neither CORPORATION nor any third party shall terminate, reduce the face value of, or otherwise materially modify such insurance coverage during the aforementioned period of time, unless equal or greater coverage is provided under another policy in compliance with the foregoing provisions and without a gap in coverage.

Security for Indemnification. a. At such time as any Licensed Product, process or service relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a licenseelicensee or sublicensee, Affiliate Corporation Entity or agent of Cell-MatrixCORPORATION, Cell-Matrix CORPORATION shall at its sole costs and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $10,000,000 1,000.000 per incident and $20,000,000 5,000,000 annual aggregate and naming the Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-Matrix's CORPORATION’S indemnification under Section 11 13 of this Agreement. If Cell-Matrix CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be reasonably acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 14 shall not be construed to create a limit of Cell-Matrix's CORPORATION’s liability with respect to its indemnification under Section 11 13 of this Agreement. b. Cell-Matrix CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix CORPORATION shall provide USA and NYU with written notice at least sixty ten (6010) days prior to the cancellation, non-renewal or material change in such insurance; if Cell-Matrix CORPORATION does not obtain replacement insurance providing comparable coverage within such sixty ten (6010) day period, NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period without notice or any additional waiting periods. c. Cell-Matrix CORPORATION shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a sublicenseelicensee, Affiliate Corporation Entity or agent of Cell-Matrix CORPORATION and (ii) a reasonable period after the period referred to in (c)(ic) above, (i) above which in no event shall be less than fifteen (15) years.

Security for Indemnification. a. (a) At such time as any Licensed Product, process or service relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a licenseesublicensee, Affiliate Corporation Entity or agent of Cell-MatrixCORPORATION, Cell-Matrix CORPORATION shall at its sole costs cost and expense, expense procure and maintain maintain, or cause a sublicensee, Corporation Entity or agent of CORPORATION to procure and maintain, policies of comprehensive general liability insurance in amounts not less than $10,000,000 5,000,000.00 per incident and $20,000,000 10,000,000.00 annual aggregate and naming the Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-MatrixCORPORATION's indemnification under Section 11 13 of this Agreement. If Cell-Matrix CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) such self-insurance program must be reasonably acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 14 shall not be construed to create a limit of Cell-MatrixCORPORATION's liability with respect to its indemnification under Section 11 13 of this Agreement. b. Cell-Matrix (b) CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix CORPORATION shall provide NYU with written notice noticed at least sixty (60) days *** prior to the cancellation, non-renewal nonrenewal or material change in such insurance; if Cell-Matrix CORPORATION does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, *** *** NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period *** without notice or any additional waiting periods. c. Cell-Matrix (c) CORPORATION shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION or by a sublicensee, Affiliate Corporation Entity or agent of Cell-Matrix CORPORATION and (ii) a reasonable period after the period referred to in (c)(i) above, above which in no event shall be less than fifteen (15) years*** *** .

Security for Indemnification. a. (a) At such time as any Licensed Product, process or service relating to, or developed pursuant to, this Agreement is being commercially -commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION, any Corporation Entity or by a licenseeany agent or sublicensee of CORPORATION, Affiliate or agent of Cell-Matrix, Cell-Matrix CORPORATION shall at its sole costs cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $10,000,000 2,000,000 per incident and $20,000,000 5,000,000 annual aggregate and naming the Indemnitees as additional insureds. Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for Cell-MatrixCORPORATION's indemnification obligations under Section 11 14 of this Agreement. If Cell-Matrix CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $250,000 annual aggregate) ), such self-insurance program must be reasonably acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 15 shall not be construed to create a limit of Cell-MatrixCORPORATION's liability with respect to its indemnification obligations under Section 11 14 of this Agreement. b. Cell-Matrix (b) CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. Cell-Matrix CORPORATION shall provide NYU with written notice at least sixty (60) days prior to the cancellation, non-renewal or material change in such insurance; if Cell-Matrix CORPORATION does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, NYU shall have the right to terminate this Agreement effective at the end of such sixty (60) day period without notice or any additional waiting periods. c. Cell-Matrix (c) CORPORATION shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by Cell-Matrix CORPORATION, any Corporation Entity or by a sublicensee, Affiliate any agent or agent sublicensee of Cell-Matrix CORPORATION and (ii) a reasonable period after the period referred to in (c)(i) above, above which in no event shall be less than fifteen (15) years.