THE INDEMNITEE WITHOUT THE
INDEMNIFYING PARTY'S PRIOR WRITTEN CONSENT.
11.4
INSURANCE.
11.4.1
REGULUS' INSURANCE OBLIGATIONS.
REGULUS SHALL MAINTAIN, AT ITS COST,
REASONABLE INSURANCE AGAINST LIABILITY AND OTHER RISKS ASSOCIATED WITH ITS
ACTIVITIES CONTEMPLATED BY THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ITS
CLINICAL TRIALS AND ITS INDEMNIFICATION OBLIGATIONS HEREIN, IN SUCH AMOUNTS AND
ON SUCH TERMS AS ARE CUSTOMARY FOR PRUDENT PRACTICES FOR BIOTECH COMPANIES OF
SIMILAR SIZE AND WITH SIMILAR RESOURCES IN THE PHARMACEUTICAL INDUSTRY FOR THE
ACTIVITIES TO BE CONDUCTED BY IT UNDER THIS AGREEMENT TAKING INTO ACCOUNT THE
SCOPE OF DEVELOPMENT OF PRODUCTS, PROVIDED, THAT, AT A MINIMUM, REGULUS SHALL
MAINTAIN, IN FORCE FROM THIRTY (30) DAYS PRIOR TO ENROLLMENT OF THE FIRST
PATIENT IN A CLINICAL STUDY, AT ITS SOLE COST, A GENERAL LIABILITY INSURANCE
POLICY PROVIDING COVERAGE OF AT LEAST [***] PER CLAIM AND ANNUAL AGGREGATE,
PROVIDED THAT SUCH COVERAGE IS INCREASED TO AT LEAST [***] AT LEAST THIRTY (30)
DAYS
96
BEFORE REGULUS INITIATES THE FIRST COMMERCIAL SALE OF ANY REFUSED CANDIDATE,
REFUSED CANDIDATE PRODUCT OR RETURNED LICENSED PRODUCT HEREUNDER.
REGULUS SHALL
FURNISH TO GSK EVIDENCE OF SUCH INSURANCE, UPON REQUEST.
11.4.2
GSK'S INSURANCE OBLIGATIONS.
GSK HEREBY REPRESENTS AND WARRANTS TO
REGULUS THAT IT IS SELF-INSURED AGAINST LIABILITY AND OTHER RISKS ASSOCIATED
WITH ITS ACTIVITIES AND OBLIGATIONS UNDER THIS AGREEMENT IN SUCH AMOUNTS AND ON
SUCH TERMS AS ARE CUSTOMARY FOR PRUDENT PRACTICES FOR LARGE COMPANIES IN THE
PHARMACEUTICAL INDUSTRY FOR THE ACTIVITIES TO BE CONDUCTED BY GSK UNDER THIS
AGREEMENT.
GSK SHALL FURNISH TO REGULUS EVIDENCE OF SUCH SELF-INSURANCE, UPON
REQUEST.
11.5
LIMITATION OF CONSEQUENTIAL DAMAGES.
EXCEPT FOR A BREACH OF ARTICLE 7 OR
ARTICLE 9 OR FOR CLAIMS OF A THIRD PARTY WHICH ARE SUBJECT TO INDEMNIFICATION
UNDER THIS ARTICLE 11 OR AS OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT,
NEITHER REGULUS NOR GSK, NOR ANY OF THEIR AFFILIATES OR SUBLICENSEES NOR THE
PARENT COMPANIES WILL BE LIABLE TO THE OTHER PARTY TO THIS AGREEMENT, ITS
AFFILIATES OR ANY OF THEIR SUBLICENSEES NOR THE PARENT COMPANIES, FOR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES OR LOST
OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE
GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE AND STRICT PRODUCT LIABILITY), INDEMNITY OR CONTRIBUTION, AND
IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF THAT PARTY HAS BEEN
ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE POSSIBILITY OF, ANY SUCH
LOSS OR DAMAGE.
ARTICLE 12
TERM AND TERMINATION
12.1
AGREEMENT TERM; EXPIRATION. THIS AGREEMENT SHALL BE EFFECTIVE AS OF THE
EFFECTIVE DATE AND SHALL CONTINUE IN FORCE AND EFFECT DURING THE COLLABORATION
TERM AND SHALL CONTINUE THEREAFTER UNTIL EXPIRATION AS DESCRIBED IN THIS
SECTION 12.1, UNLESS EARLIER TERMINATED PURSUANT TO THE OTHER PROVISIONS OF THIS
ARTICLE 12, AND SHALL EXPIRE AS FOLLOWS:
12.1.1
ON A LICENSED PRODUCT-BY-LICENSED PRODUCT AND COUNTRY-BY-COUNTRY
BASIS, ON THE DATE OF EXPIRATION OF ALL PAYMENT OBLIGATIONS BY THE
COMMERCIALIZING PARTY UNDER THIS AGREEMENT WITH RESPECT TO SUCH LICENSED PRODUCT
(INCLUDING REFUSED CANDIDATE