SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED).
(IV)
COOPERATION.
REGARDLESS OF WHETHER THE INDEMNIFYING PARTY CHOOSES
TO DEFEND OR PROSECUTE ANY THIRD PARTY CLAIM, THE INDEMNIFIED PARTY SHALL
COOPERATE IN THE DEFENSE OR PROSECUTION THEREOF AND SHALL FURNISH SUCH RECORDS,
INFORMATION AND TESTIMONY, PROVIDE SUCH WITNESSES AND ATTEND SUCH CONFERENCES,
DISCOVERY PROCEEDINGS, HEARINGS, TRIALS AND APPEALS AS MAY BE REASONABLY
REQUESTED IN CONNECTION THEREWITH.
SUCH COOPERATION SHALL INCLUDE ACCESS DURING
NORMAL BUSINESS HOURS AFFORDED TO THE INDEMNIFYING PARTY TO, AND REASONABLE
RETENTION BY THE INDEMNIFIED PARTY OF, RECORDS AND INFORMATION THAT ARE
REASONABLY RELEVANT TO SUCH THIRD PARTY CLAIM, AND MAKING EMPLOYEES AND AGENTS
AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND
EXPLANATION OF ANY MATERIAL PROVIDED HEREUNDER, AND THE INDEMNIFYING PARTY SHALL
REIMBURSE THE INDEMNIFIED PARTY FOR ALL ITS REASONABLE OUT-OF-POCKET EXPENSES IN
CONNECTION THEREWITH.
(V)
EXPENSES.
EXCEPT AS PROVIDED ABOVE, THE REASONABLE AND VERIFIABLE
COSTS AND EXPENSES, INCLUDING FEES AND DISBURSEMENTS OF COUNSEL, INCURRED BY THE
INDEMNIFIED PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM SHALL BE REIMBURSED
ON A CALENDAR QUARTER BASIS BY THE INDEMNIFYING PARTY, WITHOUT PREJUDICE TO THE
INDEMNIFYING PARTY'S RIGHT TO CONTEST THE INDEMNIFIED PARTY'S RIGHT TO
INDEMNIFICATION AND SUBJECT TO REFUND IN THE EVENT THE INDEMNIFYING PARTY IS
ULTIMATELY HELD NOT TO BE OBLIGATED TO INDEMNIFY THE INDEMNIFIED PARTY.
14.5
Cubist Workers' Compensation and Liability Insurance.
(A)
CUBIST SHALL, AT ITS OWN EXPENSE, PROVIDE AND KEEP IN FULL FORCE
AND EFFECT DURING THE TERM THE FOLLOWING KINDS AND MINIMUM AMOUNTS OF INSURANCE:
(I)
WORKERS' COMPENSATION.
WORKERS' COMPENSATION STATUTORY COVERAGE
AS REQUIRED BY THE LAWS OF THE JURISDICTIONS IN WHICH THE SERVICES HEREUNDER ARE
PERFORMED;
(II)
EMPLOYER'S LIABILITY.
EMPLOYER'S LIABILITY INSURANCE WITH A
LIMIT OF []* FOR BODILY INJURY BY ACCIDENT PER PERSON, []* DISEASE AND []*
POLICY LIMIT;
(III)
AUTOMOBILE.
COMMERCIAL AUTOMOBILE LIABILITY INSURANCE WITH A []*
COMBINED SINGLE LIMIT ON VEHICLES OWNED, LEASED OR HIRED BY CUBIST WHILE
PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT;
*Confidential Treatment Requested.
Omitted portions filed separately with the
Commission.
62
(IV)
GENERAL LIABILITY.
COMMERCIAL GENERAL LIABILITY INSURANCE IN THE
AMOUNT OF []* EACH OCCURRENCE AND AGGREGATE;
(V)
UMBRELLA LIABILITY.
UMBRELLA LIABILITY INSURANCE IN THE AMOUNT OF
[]* EACH OCCURRENCE AND AGGREGATE; AND
(VI)
EMPLOYMENT PRACTICES LIABILITY INSURANCE.
EMPLOYMENT PRACTICES
LIABILITY INSURANCE IN THE AMOUNT OF []* EACH OCCURRENCE.
(B)
EACH OF THE ABOVE POLICIES SHALL BE []* TO ANY LIABILITY INSURANCE
CARRIED BY ASTRAZENECA, WHICH INSURANCE SHALL BE []* FOR CLAIMS AND LOSSES
ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT.
(C)
A CERTIFICATE(S) OF INSURANCE EVIDENCING THE COVERAGES IN
SECTION 14.5(A) SHALL BE SUBMITTED TO ASTRAZENECA BY CUBIST PRIOR TO THE PROGRAM
COMMENCEMENT DATE AND SHALL BEAR A CERTIFICATION THAT THE COVERAGE SPECIFIED
THEREIN WILL NOT BE CANCELLED WITHOUT AT LEAST []* PRIOR WRITTEN NOTICE TO
ASTRAZENECA'S PURCHASING DEPARTMENT.
ALL SUCH POLICIES SHALL BE WRITTEN WITH A
COMPANY OR COMPANIES LISTED TO DO BUSINESS IN []* HAVING A FINANCIAL RATING OF
NOT LESS THAN []* IN THE MOST CURRENT EDITION