Common use of Indemnification Limitation on Liability Clause in Contracts

Indemnification Limitation on Liability. Insurance 27 14.1 Indemnification 27 14.2 Limitation on Liability 29 14.3 Insurance 29 Article 15 Dispute Resolution 30 15.1 Internal Resolution 30 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 Miscellaneous 31 17.1 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 Relationship of the Parties 34 17.6 Amendment; Waiver 34 17.7 Construction; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 Counterparts; Facsimiles 35 Exhibits Exhibit A Protocol Exhibit B Sample Analysis Plan Exhibit C Compound Supply Plan Exhibit D Press Release *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION AGREEMENT THIS COMBINATION STUDY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24, 2015 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxx Road, Suite 110, Waltham, Massachusetts 02451 (“Syndax”). Genentech and Syndax are each referred to herein individually as a “Party” and collectively as the “Parties.”

Indemnification Limitation on Liability. Insurance 27 14.1 31 12.1 Losses Defined 31 12.2 Indemnification 27 14.2 by Genentech 31 12.3 Indemnification by Array 31 12.4 Limitation on Liability 29 32 Article 13 Insurance 32 13.1 Coverages 32 13.2 Additional Requirements 33 Article 14 Dispute Resolution 33 14.1 Internal Resolution 33 14.2 Arbitration 33 14.3 Insurance 29 Patent Validity 34 Article 15 Dispute Resolution 30 Miscellaneous 34 15.1 Internal Resolution 30 Assignment 34 15.2 Arbitration 30 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws Publicity and Policies 31 Article 17 Miscellaneous 31 17.1 Disclosure Relating to this Agreement 34 15.3 No Right to Use Names 35 15.4 Notices 31 17.2 Governing Law 32 17.3 Assignment 32 17.4 Force Majeure 33 17.5 35 15.5 Relationship of the Parties 34 17.6 36 15.6 Entire Agreement 36 15.7 Amendment; Waiver 34 17.7 Construction36 15.8 Governing Law 36 15.9 Construction 36 15.10 Captions 37 15.11 Legal Compliance; Captions 34 17.8 Severability 34 17.9 Entire Agreement 34 17.10 37 15.12 Force Majeure 37 15.13 Counterparts; Facsimiles 35 37 Exhibits Exhibit A Protocol Materials, Data and Information that Will be Transferred to Genentech Exhibit B Sample Analysis Plan Materials, Data and Information that Will NOT be Transferred to Genentech Exhibit C Compound Supply Plan Exhibit D Press Release **[ * INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY ] DRUG DISCOVERY COLLABORATION AGREEMENT THIS COMBINATION STUDY DRUG DISCOVERY COLLABORATION AGREEMENT (“Agreement”) is made and entered into, effective as of August 24December 22, 2015 2003 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“Genentech”) and Syndax Pharmaceuticals, Array BioPharma Inc., a Delaware corporation, having a principal place of business at 000 0000 Xxxxxx Xxxx RoadXxxxxx, Suite 110Xxxxxxx, Waltham, Massachusetts 02451 Xxxxxxxx 00000 (“SyndaxArray”). Genentech and Syndax are each referred to herein individually as , (collectively, the “Parties” or individually, a “Party” and collectively as the “Parties”).”

Indemnification Limitation on Liability. Insurance 27 14.1 Mutual Releases 16 11.1 Indemnification 27 14.2 16 11.2 Limitation on Liability 29 14.3 Insurance 29 18 11.3 Mutual Releases 18 Article 15 12 Dispute Resolution 30 15.1 19 12.1 Internal Resolution 30 15.2 19 12.2 Arbitration 30 19 12.3 Subject Matter Exclusions 20 Article 16 General Provisions 30 16.1 Subcontracting 30 16.2 Compliance With Laws and Policies 31 Article 17 13 Miscellaneous 31 17.1 21 13.1 Notices 31 17.2 21 13.2 Governing Law 32 17.3 22 13.3 Actions of Affiliates 22 13.4 Assignment 32 17.4 22 13.5 Force Majeure 33 17.5 23 13.6 Relationship of the Parties 34 17.6 23 13.7 Amendment; Waiver 34 17.7 23 13.8 Construction; Captions 34 17.8 23 13.9 Severability 34 17.9 24 13.10 Entire Agreement 34 17.10 24 13.11 Counterparts; Facsimiles 35 24 Exhibits Exhibit A Protocol Technology Equipment Exhibit B Sample Analysis Plan Technology Know-How Exhibit C Compound Supply Plan Technology Materials Exhibit D Press Release Identified Consultants Exhibit E Ocera Exclusive Patents Exhibit F Ocera Non-Exclusive COM Patents (Identified by the Parties as of the Effective Date) Exhibit G Excluded Compounds **Confidential Treatment Requested** INDICATES MATERIAL THAT WAS OMITTED TECHNOLOGY TRANSFER AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. COMBINATION STUDY COLLABORATION LICENSE AGREEMENT THIS COMBINATION STUDY COLLABORATION TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (“Agreement”) is made and entered into, effective as of August 24December 13, 2015 2013 (“Effective Date”), by and between Genentech, Inc., a Delaware corporation, having a principal place of business at 0 XXX Xxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 (“GenentechGNE”); X. Xxxxxxxx-Xx Xxxxx, Ltd, having a principal place of business at Xxxxxxxxxxxxxxxxx 000, XX 0000 Xxxxx, Xxxxxxxxxxx (“Roche”) (GNE and Syndax PharmaceuticalsRoche, individually and collectively, referred to as “Licensee”); and Ocera Therapeutics, Inc., a Delaware corporation, having a principal place of business at 000 Xxxxxx Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxx RoadXxxx, Suite 110, Waltham, Massachusetts 02451 Xxxxxxxxxx 00000 (“SyndaxOcera”). Genentech Licensee and Syndax Ocera are each referred to herein individually to, individually, as a “Party” and collectively and, collectively, as the “Parties.”