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S-1
PROTEON THERAPEUTICS INC filed this Form S-1 on 09/16/2014
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15.3                        Indemnification Procedures.

 

15.3.1              Identification of Indemnitor and Indemnitee. An “Indemnitor” means the indemnifying Party. An “Indemnitee” means the indemnified Party, its Affiliates, and their respective directors, officers, employees and agents.

 

15.3.2              Indemnification Procedures. To receive the benefit of indemnification under Section 15.1 or Section 15.2, an Indemnitee which intends to claim indemnification under Section 15.1 or Section 15.2 hereof must (a) promptly notify the Indemnitor in writing of any claim, lawsuit or other action in respect of which the Indemnitee intend to claim such indemnification; provided, that failure to give such notice shall not relieve Indemnifying Party of its indemnification obligations except where, and solely to the extent that, such failure actually and materially prejudices the lights of Indemnifying Party; (b) tender to the Indemnitor, and cause its Affiliates and their respective directors, officers, employees and agents to tender to, the Indemnitor, full authority to defend or settle the claim or suit; at its discretion, to provided that no settlement requiring any admission by the Indemnitee or that imposes any obligation on the Indemnitee shall be made without the Indemnitee’s consent; and (c) provide reasonable cooperation to the Indemnitor and its legal representatives and insurer, and cause its Affiliates and their respective directors, officers, employees and agents to reasonably cooperate with the Indemnitor and its legal representatives and insurer in the investigation and defense of any claim, lawsuit or other action covered by this indemnification, as reasonably requested, at Indemnitor’s cost and expense. Neither Party, as an Indemnitor, shall have any obligation to indemnify the Indemnitee in connection with any settlement made without the prior written consent of the Indemnitor and the Indemnitor shall not be responsible for any legal fees or other costs incurred other than as provided herein. The Indemnitee shall have the right, but not the obligation, to be represented by counsel of its own selection and at its sole expense.

 

15.4                        Insurance. PROTEON shall maintain commercial general liability insurance including product liability insurance with respect to development, manufacture, import, sale, offer for sale and use of the Drug Substance and/or Products by PROTEON and its Affiliates in a minimum amount of [     ]* per occurrence (not including any self-insured retention). PROTEON will maintain such insurance policy with an insurance company having a minimum AM Best rating of A and that is licensed to do business in the Commonwealth of Massachusetts. PROTEON will provide LONZA with at least thirty (30) days’ written notice prior to non-renewal, termination, or modification of coverage. LONZA shall maintain commercial general liability insurance with respect to its activities under this Agreement in a minimum amount of [     ]* per occurrence (not including any self-insured retention). LONZA shall maintain such insurance during the Term and for a period of three (3) years thereafter. LONZA will maintain such insurance policy with an insurance company having a minimum AM Best rating of A and that is licensed to do business in the Commonwealth of Massachusetts. LONZA will provide PROTEON with at least thirty (30) days’ written notice prior to non-renewal, termination, or modification of coverage.

 

15.5                        Disclaimer of Consequential Damages. EXCEPT FOR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER ARTICLE 16 AND EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 15.1 AND 15.2 WITH RESPECT TO THIRD

 


* CONFIDENTIAL TREATMENT REQUESTED.  OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

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