Common use of Security for Indemnification Clause in Contracts

Security for Indemnification. 12.01. At such time as any Licensed Product or Royalty Bearing Product, process or service relating to, or developed pursuant to, this Agreement Is being commercially distributed or sold or tested in clinical trials by CORPORATION or by a licensee, Affiliate or agent of CORPORATION, CORPORATION shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $[…***…] per incident and $[…***…] annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials or 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 CORPORATION’s indemnification under Section 11 of this Agreement. If CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $[…***…] 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 acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 shall not be construed to create a limit of CORPORATION’s liability with respect to its indemnification under Section 11 of this Agreement. 12.02. CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. 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 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. 12.03. 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 or tested in clinical trials by CORPORATION or by an Affiliate or agent of CORPORATION and,(ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five (5) years.

Security for Indemnification. 12.01. (a) At such time as any Licensed Product or Royalty Bearing Product, process process, or service relating to, or developed pursuant to, this Agreement Is being Agreement, is commercially distributed or sold sold, or tested in clinical trials by CORPORATION or on behalf of Licensee, including by a licenseeits Affiliates or Sublicensees, Affiliate or agent of CORPORATION, CORPORATION Licensee shall at its sole cost 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, Royalty Bearing Product, process, or service is being tested in clinical trials prior to commercial sale, and (ii) $5,000,000 per incident and $5,000,000 annual aggregate during the period that such Product, process, or service is being commercially distributed or sold, and in each case naming the Indemnitees Indemnified Parties as additional insuredsinsured. Such comprehensive general liability insurance, insurance shall provide provide: (i) product liability coverage coverage; and (ii) broad form contractual liability coverage for CORPORATIONLicensee’s indemnification obligations under Section 11 9.1 of this Agreement. If CORPORATION Licensee 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 acceptable to NYU. Foundation. (b) The minimum amounts of insurance coverage required under this Section 12 9.2 shall not be construed to create a limit of CORPORATIONLicensee’s liability with respect to its indemnification obligations under Section 11 9.1 of this Agreement. 12.02. CORPORATION (c) Licensee shall provide NYU Foundation with written evidence of such insurance upon request of NYUFoundation. CORPORATION Licensee shall provide NYU Foundation with written notice at least sixty (60) days prior to the cancellation, non-renewal renewal, or material change in such insurance; if CORPORATION Licensee 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 by the end of such sixty (60) day period, Foundation shall have the right to immediately terminate this Agreement period without notice or any additional waiting periods. 12.03. CORPORATION (d) Licensee shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during during: (i) the period that any productProduct(s), process process, or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold or tested in clinical trials by CORPORATION or for Licensee, Affiliates or Sublicensee(s) or used by an Affiliate end-user or agent consumer of CORPORATION and,(iiProduct; and (ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five fifteen (515) years.

Security for Indemnification. 12.01. a. At such time as any Licensed Product or Royalty Bearing Product, process or service relating to, or developed pursuant to, this Agreement Is is being commercially distributed or sold or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION AMICUS or by a sub-licensee, Affiliate or agent of CORPORATIONAMICUS and to the extent that it is available on commercially reasonable terms, CORPORATION AMICUS shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $[…***…] per incident and $[…***…] annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials or commercially distributed or sold, and in each case naming the Indemnitees indemnitees as additional insureds. Such comprehensive general liability insurance, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATION’s AMICUS's indemnification under Section 11 9 of this Agreement. If CORPORATION elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $[…***…] 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 acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 10 shall not be construed to create as a limit of CORPORATION’s AMICUS's liability with respect to its indemnification under Section 11 9 of this Agreement. [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12.02. CORPORATION b. AMICUS shall provide NYU MSSM with written evidence of such insurance upon request of NYUMSSM. CORPORATION AMICUS shall provide NYU MSSM with written notice at least sixty (60) 60 days prior to the cancellation, non-renewal or material change in such insurance; if CORPORATION AMICUS does not obtain replacement insurance providing comparable coverage within such sixty (60) 60 day periodperiod effective immediately upon notice to AMICUS, NYU MSSM shall have the right to terminate this Agreement effective at the end of such sixty (60) 60 day period without notice or any additional waiting periods. 12.03. CORPORATION c. AMICUS shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during during: (i) the period that any product, process or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION AMICUS or by an a licensee, Affiliate or agent of CORPORATION and,(iiAMICUS and (ii) a reasonable period after the period referred to in (ic)(i) above which in no event shall be less than five (5) seven years.

Security for Indemnification. 12.01. (a) At such time as any Licensed Product or Royalty Bearing Productproduct, process process, or service relating to, or developed pursuant to, this Agreement Is being Agreement, including Licensed Products, is commercially distributed or sold sold, or tested in clinical trials by CORPORATION or by a licenseeon behalf of Licensee, Affiliate Designees, Sublicensees or agent of CORPORATIONtheir Affiliates, CORPORATION Licensee shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than (i) $[…***…] 2,000,000 per incident and $[…***…] 4,000,000 annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials prior to commercial sale, and (ii) $2,000,000 per incident and $4,000,000 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 Indemnified Parties as additional insureds. Such comprehensive general liability insurance, insurance shall provide provide: (i) product liability coverage coverage; and (ii) broad form contractual liability coverage for CORPORATION’s Licensee's indemnification obligations under Section 11 9.1 of this Agreement. If CORPORATION Licensee 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 acceptable to NYU. the Licensors. (b) The minimum amounts of insurance coverage required under this Section 12 9.2 shall not be construed to create a limit of CORPORATION’s Licensee's liability with respect to its indemnification obligations under Section 11 9.1 of this Agreement. 12.02. CORPORATION (c) Licensee shall provide NYU Foundation with written evidence of such insurance upon request of NYUFoundation. CORPORATION Licensee shall provide NYU Foundation with written notice at least sixty (60) days prior to the cancellation, non-renewal non- renewal, or material change in such insurance; if CORPORATION Licensee 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 by the end of such sixty (60) day period, Foundation shall have the right to immediately terminate this Agreement period without notice or any additional waiting periods. 12.03. CORPORATION (d) Licensee shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during during: (i) the period that any productLicensed Product, process process, or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold or tested in clinical trials by CORPORATION or by an Affiliate for Licensee, Designees, Sublicensees, or agent of CORPORATION and,(iitheir Affiliates; and (ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five fifteen (515) years.

Security for Indemnification. 12.01. a. At such time as any Licensed Product or Royalty Bearing Product, process or service relating to, or developed pursuant to, this Agreement Is is being commercially distributed or sold or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION Orthogen or by a licensee, Affiliate Corporation Entity or agent of CORPORATIONOrthogen, CORPORATION Orthogen shall at its sole cost costs and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $[…***…] per incident and $[…***…] annual Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. aggregate for dental products and not less than $[***] per incident and $[***] annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials or commercially distributed or sold, and in each case naming for medical products. Such policies shall name the Indemnitees as additional insureds. Such comprehensive general liability insurance, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATIONOrthogen’s indemnification under Section 11 9 of this Agreement. If CORPORATION Orthogen elects to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of $[…***…] 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 acceptable to NYUHJD. The minimum amounts of insurance coverage required under this Section 12 10 shall not be construed to create a limit of CORPORATIONOrthogen’s liability with respect to its indemnification under Section 11 9 of this Agreement. 12.02. CORPORATION b. Orthogen shall provide NYU HJD with written evidence of such insurance upon request of NYUHJD. CORPORATION Orthogen shall provide NYU HJD with written notice noticed at least sixty (60) days prior to the cancellation, non-renewal or material change in such insurance; if CORPORATION Orthogen does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, NYU HJD 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. 12.03. CORPORATION c. Orthogen 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 or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION Orthogen or by an Affiliate a sublicensee, Corporation Entity or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. agent of CORPORATION and,(iiOrthogen and (ii) a reasonable period after the period referred to in (ic)(i) above which in no event shall be less than five fifteen (515) years.

Security for Indemnification. 12.01. (a) At such time as any Licensed Product or Royalty Bearing Productproduct, process process, or service relating to, or developed pursuant to, this Agreement Is being Agreement, including Licensed Products, is commercially distributed or sold sold, or tested in clinical trials by CORPORATION or by a licenseeon behalf of Licensee, Affiliate Designees, Sublicensees or agent of CORPORATIONtheir Affiliates, CORPORATION Licensee shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than (i) $[…***…] 2,000,000 per incident and $[…***…] 4,000,000 annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials prior to commercial sale, and (ii) $2,000,000 per incident and $4,000,000 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 Indemnified Parties as additional insureds. Such comprehensive general liability insurance, insurance shall provide provide: (i) product liability coverage coverage; and (ii) broad form contractual liability coverage for CORPORATION’s Licensee's indemnification obligations under Section 11 9.1 of this Agreement. If CORPORATION Licensee 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 acceptable to NYU. the Licensors. (b) The minimum amounts of insurance coverage required under this Section 12 9.2 shall not be construed to create a limit of CORPORATION’s Licensee's liability with respect to its indemnification obligations under Section 11 9.1 of this Agreement. 12.02. CORPORATION (c) Licensee shall provide NYU Foundation with written evidence of such insurance upon request of NYUFoundation. CORPORATION Licensee shall provide NYU Foundation with written notice at least sixty (60) days prior to the cancellation, non-renewal renewal, or material change in such insurance; if CORPORATION Licensee 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 by the end of such sixty (60) day period, Foundation shall have the right to immediately terminate this Agreement period without notice or any additional waiting periods. 12.03. CORPORATION (d) Licensee shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during during: (i) the period that any productLicensed Product, process process, or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold or tested in clinical trials by CORPORATION or by an Affiliate for Licensee, Designees, Sublicensees, or agent of CORPORATION and,(iitheir Affiliates; and (ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five fifteen (515) years.

Security for Indemnification. 12.01. At such time as any Licensed Product or Royalty Bearing Product, process or service relating to, or developed pursuant to, this Agreement Is is being commercially distributed or sold or tested in clinical trials by CORPORATION CPP or by a licensee, Affiliate or agent of CORPORATIONCPP, CORPORATION CPP shall at its sole cost 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, Royalty Bearing 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, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATIONCPP’s indemnification under Section 11 of this Agreement. If CORPORATION CPP 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 acceptable to NYULICENSORS. 12.02. The minimum amounts of insurance coverage required under this Section 12 shall not be construed to create a limit of CORPORATIONCPP’s liability with respect to its indemnification under Section 11 of this Agreement. 12.0212.03. CORPORATION CPP shall provide NYU LICENSORS with written evidence of such insurance upon request of NYULICENSORS. CORPORATION CPP shall provide NYU LICENSORS with written notice at least sixty (60) days prior to the cancellation, non-renewal or material change in such insurance; if CORPORATION CPP does not obtain replacement insurance providing comparable coverage within such sixty (60) day period, NYU LICENSORS 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. 12.0312.04. CORPORATION CPP 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 or tested in clinical trials by CORPORATION CPP or by an a sublicensee, Affiliate or agent of CORPORATION and,(iiCPP and (ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five fifteen (515) years.

Security for Indemnification. 12.01. 15.01 At such time as any Licensed Product or Royalty Bearing Product, process or service relating to, or developed pursuant to, this Agreement Is is being commercially distributed or sold or tested in clinical trials by CORPORATION or by a licensee, Affiliate or agent of CORPORATION, CORPORATION shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $(i) […***…] per incident and $[…***…] annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials prior to commercial sale, and (ii) [***] per incident and [***] 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, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATION’s ’S indemnification under Section 11 14 of this Agreement. If CORPORATION elects to self-self- insure all or part of the limits described above (including deductibles or retentions which are in excess of $[…***…] 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 acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 15 shall not be construed to create a limit of CORPORATION’s ’S liability with respect to its indemnification under Section 11 14 of this Agreement. 12.02. 15.02 CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. 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 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. 12.03. 15.03 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 or tested in clinical trials by CORPORATION or by an a sublicensee, Affiliate or agent of CORPORATION and,(iiand (ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five (5) years[***].

Security for Indemnification. 12.01. (a) At such time as any Licensed Product or Royalty Bearing Productproduct, process process, or service relating to, or developed pursuant to, this Agreement Is being Agreement, including Licensed Products, is commercially distributed or sold sold, or tested in clinical trials by CORPORATION or by a licenseeon behalf of Licensee or its Affiliates, Affiliate or agent of CORPORATION, CORPORATION Licensee shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than (i) $[…***…] 2,000,000 per incident and $[…***…] 4,000,000 annual aggregate during the period that such Licensed Product, Royalty Bearing Product, process, or service is being tested in clinical trials prior to commercial sale, and (ii) $2,000,000 per incident and $4,000,000 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 Indemnified Parties as additional insureds. Such comprehensive general liability insurance, insurance shall provide provide: (i) product liability coverage coverage; and (ii) broad form contractual liability coverage for CORPORATIONLicensee’s indemnification obligations under Section 11 6.1 of this Agreement. If CORPORATION Licensee 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 acceptable to NYU. the Licensor. (b) The minimum amounts of insurance coverage required under this Section 12 8.2 shall not be construed to create a limit of CORPORATIONLicensee’s liability with respect to its indemnification obligations under Section 11 8.1 of this Agreement. 12.02. CORPORATION (c) Licensee shall provide NYU Foundation with written evidence of such insurance upon request of NYUFoundation. CORPORATION Licensee shall provide NYU Foundation with written notice at least sixty (60) days prior to the cancellation, non-renewal renewal, or material change in such insurance; if CORPORATION Licensee 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 by the end of such sixty (60) day period, Foundation shall have the right to immediately terminate this Agreement period without notice or any additional waiting periods. 12.03. CORPORATION (d) Licensee shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Agreement during during: (i) the period that any productLicensed Product, process process, or service, relating to, or developed pursuant to, this Agreement is being commercially distributed or sold or tested in clinical trials by CORPORATION or by an Affiliate for Licensee or agent of CORPORATION and,(iiits Affiliates; and (ii) a reasonable period after the period referred to in (i) above which in no event shall be less than five fifteen (515) years.