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 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 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 Product, process or service relating to, or developed pursuant to, this Restated Agreement Is is being commercially distributed or sold or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION or by a licenseelicensee or sublicensee, Affiliate Corporation Entity or agent of CORPORATION, CORPORATION 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 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, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATION’s indemnification under Section 11 12 of this Restated 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 13 shall not be construed to create a limit of CORPORATION’s liability with respect to its indemnification under Section 11 12 of this Restated Agreement. 12.02. b. CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. 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 CORPORATION does not obtain replacement insurance providing comparable coverage within such sixty ten (6010) day period, NYU shall have the right to terminate this Restated Agreement effective at the end of such sixty (60) day period without notice or any additional waiting periods. 12.03. c. CORPORATION shall maintain such comprehensive general liability insurance beyond the expiration or termination of this Restated Agreement during (i) the period that any product, process or service, relating to, or developed pursuant to, this Restated Agreement is being commercially distributed or sold or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION or by an Affiliate a licensee, Corporation Entity or agent of CORPORATION and,(iiand (ii) a reasonable period after the period referred to in (ic)(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 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 or by a licenseesublicensee, Affiliate Corporation Entity or agent of CORPORATION, CORPORATION shall at its sole 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 $[…***…] * 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, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATION’s 's indemnification under Section 11 13 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. *** 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 CORPORATION’s 's liability with respect to its indemnification under Section 11 13 of this Agreement. 12.02. (b) CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. 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 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. (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 or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION or by an Affiliate a sublicensee, Corporation Entity or agent of CORPORATION and,(iiand (ii) a reasonable period after the period referred to in (ic)(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 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 Cell-Matrix or by a licensee, Affiliate or agent of CORPORATIONCell-Matrix, CORPORATION Cell-Matrix shall at its sole cost 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 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, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATION’s Cell-Matrix's indemnification under Section 11 of this Agreement. If CORPORATION 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 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 shall not be construed to create a limit of CORPORATION’s Cell-Matrix's liability with respect to its indemnification under Section 11 of this Agreement. 12.02. CORPORATION b. Cell-Matrix shall provide NYU with written evidence of such insurance upon request of NYU. CORPORATION 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 CORPORATION 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. 12.03. CORPORATION 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 or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION Cell-Matrix or by an a sublicensee, Affiliate or agent of CORPORATION and,(iiCell-Matrix and (ii) a reasonable period after the period referred to in (ic)(i) above 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. 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 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 or by a licenseean Affiliate, Affiliate licensee 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 $[…***…] 10,000,000.00 per incident and $[…***…] 20,000,000.00 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, 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-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. 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 CORPORATION’s 's liability with respect to its indemnification under Section 11 14 of this Agreement. 12.02. b. 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. c. 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 or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION or by an Affiliate a sublicensee or agent of CORPORATION and,(iiand (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. At such time as a. CORPORATION shall not sell any Licensed Product BPI products nor manufacture, have manufactured, market or Royalty Bearing Productdistribute, process any BPI Products for commercial sale, nor grant any rights to a third party to sell BPI Products or service relating toto make, have made, distribute or developed pursuant to, this Agreement Is being commercially distributed or sold or tested in clinical trials by market any BPI Products for commercial sale unless CORPORATION shall have first: i) provided NYU with a certificate of insurance proving the CORPORATION or by such third party has in force, during the term of this Agreement, a licensee, Affiliate or agent policy of CORPORATION, CORPORATION shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance acceptable to NYU which: (a) is drawn in amounts an amount not less than five million dollars ($[…***…] per incident 5,000,000) for each occurrence as a combined single limit for bodily injury including personal injury and $[…***…] annual aggregate during the period that such Licensed Productdeath and property damage; and (b) is endorsed to name NYU, Royalty Bearing ProductCORPORATION, processCORPORATION's sublicensees and their respective partners, or service is being tested in clinical trials or commercially distributed or soldtrustees, officers, directors, employees, agents and in each case naming the Indemnitees students 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 insureds 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 policy 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 CORPORATION's obligations to indemnify pursuant to Section 11 of this Agreement.15; and 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 (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 CORPORATION 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. 12.03. CORPORATION 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 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) on a reasonable period after basis, to NYU by a party having sufficient financial resources to support the period indemnification obligations undertaken in Section 15. Such party shall be required to execute in form satisfactory, 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 self-insurance to indemnify NYU pursuant to Section 15; (c) upon written request of NYU provide evidence satisfactory, on a reasonable basis, to NYU that such party maintains such insurance or self-insurance, and (d) appoint an agent for service of process in the 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 (i) Section 16.a. above which in no event shall be less than five maintained in force for so long as this Agreement remains in force and for six (56) 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. 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 or by a licenseelicensee or sublicensee, Affiliate Corporation Entity or agent of CORPORATION, CORPORATION shall at its sole cost costs and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $[…***…] 1,000,000 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 or 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 15 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 $[…***…] 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 NYUSAMSF. The minimum amounts of insurance coverage required under this Section 12 16 shall not be construed to create a limit of CORPORATION’s liability with respect to its indemnification under Section 11 15 of this Agreement. 12.02. b. CORPORATION shall provide NYU SAMSF with written evidence of such insurance upon request of NYUSAMSF. CORPORATION shall provide NYU SAMSF with written notice at least sixty ten (6010) 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 SAMSF 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. 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 or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION or by an Affiliate a licensee, Corporation Entity or agent of CORPORATION and,(iiand (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. 12.0100.00. At Xx 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 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 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. 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. (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 -commercially distributed or sold (other than for the purpose of obtaining regulatory approvals) by CORPORATION, any Corporation Entity or tested in clinical trials by CORPORATION any agent or by a licensee, Affiliate or agent sublicensee of CORPORATION, CORPORATION shall at its sole cost and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $[…***…] 2,000,000 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 or 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 obligations under Section 11 14 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 $[…***…] 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 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 obligations under Section 11 14 of this Agreement. 12.02. (b) 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. (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 CORPORATION, any Corporation Entity or tested in clinical trials by CORPORATION any agent or by an Affiliate or agent sublicensee of CORPORATION and,(iiand (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 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.

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 or by a licenseesublicensee, Affiliate Corporation Entity or agent of CORPORATION, CORPORATION shall at its sole 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 $[…***…] 5,000,000.00 per incident and $[…***…] 10,000,000.00 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, insurance shall provide (i) product liability coverage and (ii) broad form contractual liability coverage for CORPORATION’s 's indemnification under Section 11 13 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 $[…***…] 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 minimum amounts of insurance coverage required under this Section 12 14 shall not be construed to create a limit of CORPORATION’s 's liability with respect to its indemnification under Section 11 13 of this Agreement. 12.02. (b) CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. 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 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. (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 or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION or by an Affiliate a sublicensee, Corporation Entity or agent of CORPORATION and,(iiand (ii) a reasonable period after the period referred to in (ic)(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 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 or by a licenseelicensee or sublicensee, Affiliate Corporation Entity or agent of CORPORATION, CORPORATION shall at its sole cost costs and expense, procure and maintain policies of comprehensive general liability insurance in amounts not less than $[…***…] 1,000.000 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 or 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 13 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 $[…***…] 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 minimum amounts of insurance coverage required under this Section 12 14 shall not be construed to create a limit of CORPORATION’s liability with respect to its indemnification under Section 11 13 of this Agreement. 12.02. b. CORPORATION shall provide NYU with written evidence of such insurance upon request of NYU. 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 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. 12.03. 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 or tested in clinical trials (other than for the purpose of obtaining regulatory approvals) by CORPORATION or by an Affiliate a licensee, Corporation Entity or agent of CORPORATION and,(iiand (ii) a reasonable period after the period referred to in (c) (i) above which in no event shall be less than five fifteen (515) years.

Security for Indemnification. 12.0115.01. 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 INI or by a licensee, Affiliate or agent of CORPORATIONINI, CORPORATION INI shall at its sole cost 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, 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 CORPORATIONINI’s indemnification under Section 11 14 of this Agreement. If CORPORATION 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 acceptable to NYU. The minimum amounts of insurance coverage required under this Section 12 15 shall not be construed to create a limit of CORPORATIONINI’s liability with respect to its indemnification under Section 11 14 of this Agreement. 12.0215.02. CORPORATION INI shall provide NYU with written evidence of such insurance upon request of NYU. CORPORATION 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 CORPORATION 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. 12.0315.03. CORPORATION 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 or tested in clinical trials by CORPORATION INI or by an a sublicensee, Affiliate or agent of CORPORATION and,(iiINI 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.