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REV: 02-05-25 LR
<br />injuries to Licensee or Licensee Group employees regardless of howsoever caused. If necessary,
<br />Licensee’s and the Licensee Group’s policies shall be endorsed to waive subrogation against
<br />Licensor, the other additional insureds identified below, and their respective consultants and
<br />agents. Licensee agrees to hold harmless and indemnify Licensor and the Licensor Group for any
<br />loss or expense incurred as a result of Licensee’s failure to obtain such waivers of subrogation
<br />from Licensee’s or the Licensee Group’s insurers. All of the insurance policies, except workers’
<br />compensation insurance, shall name Licensor and BioMed Realty, L.P., and each of their
<br />respective lenders, affiliates, subsidiaries, directors, officers, representatives and employees as
<br />additional insureds as respects liability arising from Licensee’s operations or activities
<br />contemplated herein, shall cover Licensee’s contractual liability under this Agreement, shall be
<br />written on an “occurrence” basis, and shall provide that such policies may not be cancelled, non-
<br />renewed or the coverages thereunder be reduced without at least twenty (20) days’ prior written
<br />notice to Licensor by Licensee or its insurers. All insurance carriers shall at all times maintain a
<br />current minimum policy holder rating of “A-” and a financial category rating of class VII by the
<br />A.M. Best Company. Contemporaneously with the execution hereof, Licensee shall deliver to
<br />Licensor a copy of such insurance policies or a certificate in form and substance satisfactory to
<br />Licensor. It is expressly agreed and understood that the insurance policies and limits required
<br />hereunder shall not limit the liability of Licensee under this Agreement, and that Owner makes no
<br />representation that these types or amounts of insurance are sufficient or adequate to protect
<br />Licensee’s interests or liabilities, but are merely minimums. Any coverage maintained by Licensee
<br />shall be primary and any insurance carried by Licensor shall be secondary and non-contributory
<br />to that carried by Licensee. Licensee must disclose any self-insurance, including self-insurance
<br />retentions, to Licensor in writing in advance, which shall be subject to Licensor’s prior written
<br />approval in its sole discretion. If Licensee self-insures with Licensor’s prior written approval,
<br />Licensee is itself acting as though it were providing the insurance required under the provisions of
<br />this Agreement, and Licensee shall pay those amounts due in lieu of insurance proceeds that would
<br />have been covered and payable if the insurance policies had been carried for such self-insured
<br />coverages, which amounts shall be treated as insurance proceeds for all purposes under this
<br />Agreement.
<br />8. Confidentiality and Proprietary Information. Licensee acknowledges that
<br />Licensor’s and its tenants’ business operations involve the use of highly sensitive, confidential and
<br />proprietary information (the “Proprietary Information”) and that it is imperative that the Licensee
<br />Group be accompanied by an authorized agent of Licensor during any entry onto the Property (if
<br />so directed by Licensor). Because of the sensitive nature of Licensor’s and its tenants’ business
<br />operations, it may not be possible to provide ready access to the Licensee Group to every part of
<br />the Property at any given time. For purposes of this Agreement, Proprietary Information includes
<br />(a) all information or material of Licensor or its tenants that is proprietary because it has a
<br />significant business purpose and is unique to the business and operations of Licensor or its tenants,
<br />including, but not limited to, methods, strategies, software, technology, computer programs,
<br />customer and prospect lists, supplier lists, records, product design or development, financial
<br />information, budgets, marketing plans, pricing information and strategies, cost data, salary
<br />information, market information, personnel, trade secrets and other business information, (b)
<br />inventions, discoveries, concepts, technical information, processes, formulas, specifications and
<br />know-how conceived, obtained or developed in whole or in part by Licensor or its tenants, or
<br />created, in whole or in part, with Licensor’s or its tenants’ equipment, supplies, personal property
<br />ATTY/AGR.2025.012/BMR-Bay LP (700, 720, and 740 Bay Road) (Page 5 of 16)
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