BY AN INDEMNITEE
THAT IS REACHED WITHOUT THE WRITTEN CONSENT OF THE INDEMNIFYING PARTY.
REGARDLESS OF WHETHER THE INDEMNIFYING PARTY CHOOSES TO DEFEND OR PROSECUTE ANY
THIRD PARTY CLAIM, NO INDEMNITEE WILL ADMIT ANY LIABILITY WITH RESPECT TO, OR
SETTLE, COMPROMISE OR DISCHARGE, ANY THIRD PARTY CLAIM WITHOUT THE PRIOR WRITTEN
CONSENT OF THE INDEMNIFYING PARTY.
(F)
COOPERATION.
REGARDLESS OF WHETHER THE
INDEMNIFYING PARTY CHOOSES TO DEFEND OR PROSECUTE ANY THIRD PARTY CLAIM, THE
INDEMNIFIED PARTY WILL, AND WILL CAUSE EACH OTHER INDEMNITEE TO, COOPERATE IN
THE DEFENSE OR PROSECUTION THEREOF AND WILL 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 WILL INCLUDE ACCESS DURING NORMAL
BUSINESS HOURS AFFORDED TO THE INDEMNIFYING PARTY, AND REASONABLE RETENTION BY
THE INDEMNIFIED PARTY OF, RECORDS AND INFORMATION THAT ARE REASONABLY RELEVANT
TO SUCH THIRD PARTY CLAIM, AND MAKING INDEMNITEES AND OTHER EMPLOYEES AND AGENTS
AVAILABLE ON A MUTUALLY CONVENIENT BASIS TO PROVIDE ADDITIONAL INFORMATION AND
EXPLANATION OF ANY MATERIAL PROVIDED HEREUNDER, AND THE INDEMNIFYING PARTY WILL
REIMBURSE THE INDEMNIFIED PARTY FOR ALL ITS REASONABLE OUT-OF-POCKET EXPENSES IN
CONNECTION THEREWITH.
10.7
INSURANCE.
EACH PARTY SHALL SECURE AND MAINTAIN IN
FULL FORCE AND EFFECT DURING THE TERM OF THIS AGREEMENT POLICIES OF INSURANCE
HAVING POLICY LIMITS, DEDUCTIBLES AND OTHER TERMS APPROPRIATE TO THE CONDUCT OF
THAT PARTY'S BUSINESS.
EVIDENCE OF SUCH INSURANCE IN THE FORM OF A BROKER'S
LETTER WILL BE MADE AVAILABLE FOR EXAMINATION UPON REQUEST OF THE OTHER PARTY.
11.
TECHNOLOGY TRANSFER AND LICENCE FROM AVECIA
11.1
IN THE EVENT THAT FOR ANY REASON THIS AGREEMENT IS
TERMINATED OR A PROJECT PLAN DIRECTED TO PRODUCTION OF DRUG SUBSTANCE IS
TERMINATED OR PHARMATHENE INTENDS TO MANUFACTURE OR HAVE MANUFACTURED DRUG
SUBSTANCE PURSUANT TO A WRITTEN NOTICE FROM PHARMATHENE TO AVECIA, AVECIA SHALL
TRANSFER TO PHARMATHENE AND/OR ITS DESIGNEE ANY AND ALL PHARMATHENE TECHNOLOGY
AND SHALL PROVIDE TO PHARMATHENE AND/OR ITS DESIGNEE AVECIA TECHNOLOGY, SO AS TO
PERMIT PHARMATHENE AND/OR ITS DESIGNEE(S) TO PRODUCE DRUG SUBSTANCE AND AVECIA
SHALL PROVIDE SUFFICIENT TECHNICAL ASSISTANCE TO ENABLE PHARMATHENE AND/OR ITS
DESIGNEE(S) TO PRODUCE DRUG SUBSTANCE, ALL IN ACCORDANCE WITH A PLAN SUBMITTED
TO AVECIA BY PHARMATHENE.
TO THE EXTENT TRANSFERABLE, AVECIA SHALL ALSO
TRANSFER ANY LICENSE(S), PERMIT(S), OR APPROVAL(S) OBTAINED SPECIFICALLY FOR THE
PRODUCTION OF DRUG SUBSTANCE UNDER THIS AGREEMENT.
11.2
AVECIA HEREBY GRANTS TO PHARMATHENE A NON-EXCLUSIVE,
ROYALTY-FREE, PAID-UP, PERPETUAL, NON-TERMINABLE, WORLDWIDE LICENSE, WITH THE
RIGHT TO GRANT SUBLICENSES (EXCEPT TO THE EXTENT SET OUT IN SECTION 11.3 BELOW
IN RESPECT OF THE PPOPTM
Page 24 of 29
CONFIDENTIAL
TECHNOLOGY), AND OTHERWISE TRANSFER SUCH LICENSE TO PRACTICE ANY AND ALL AVECIA
TECHNOLOGY TO MAKE, HAVE MADE, USE, OFFER FOR SALE, SELL, AND IMPORT DRUG
SUBSTANCE OR DRUG PRODUCT, WHICH LICENSE SHALL SURVIVE TERMINATION OF THIS
AGREEMENT.
11.3
NOTWITHSTANDING THE PROVISIONS OF SECTION 11.2,
PHARMATHENE SHALL NOT BE ENTITLED TO GRANT SUBLICENSES UNDER THE PPOPTM
TECHNOLOGY.
AT PHARMATHENE'S REQUEST, AVECIA SHALL GRANT A FURTHER
NON-EXCLUSIVE,