ACTION, CLAIM OR LIABILITY COVERED BY THIS ARTICLE IX.
NEITHER PARTY MAY SETTLE A CLAIM OR ACTION RELATED TO A LIABILITY FOR WHICH IT
OR THE OTHER PARTY SEEKS INDEMNIFICATION HEREUNDER WITHOUT THE CONSENT OF THE
OTHER PARTY, IF SUCH SETTLEMENT WOULD IMPOSE ANY MONETARY OBLIGATION ON THE
OTHER PARTY OR REQUIRE THE OTHER PARTY TO SUBMIT TO AN INJUNCTION OR OTHERWISE
LIMIT THE OTHER PARTY'S RIGHTS UNDER THIS AGREEMENT.
ANY PAYMENT MADE BY A
PARTY TO SETTLE ANY SUCH CLAIM OR ACTION SHALL BE AT ITS OWN COST AND EXPENSE.
9.5
INSURANCE.
EACH PARTY SHALL OBTAIN AND
MAINTAIN THROUGHOUT THE TERM OF THIS AGREEMENT STATUTORY WORKERS' COMPENSATION
AND EMPLOYER'S LIABILITY INSURANCE COVERING ALL EMPLOYEES ENGAGED IN THE
PERFORMANCE OF WORK UNDER THIS AGREEMENT.
EACH PARTY SHALL PROVIDE THE OTHER
PARTY WITH EVIDENCE OF SUCH INSURANCE AND/OR SELF-INSURANCE PROGRAM, UPON
REQUEST.
ARTICLE X
TERM AND TERMINATION
10.1
TERM AND EXPIRATION.
THIS AGREEMENT SHALL BE
EFFECTIVE AS OF THE EFFECTIVE DATE AND UNLESS TERMINATED EARLIER AS PROVIDED IN
THIS ARTICLE X OR BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES, THE TERM OF THIS
AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT, ON A COUNTRY-BY-COUNTRY AND
PRODUCT-BY-PRODUCT BASIS, UNTIL SCHERING AND ITS AFFILIATES AND SUBLICENSEES
HAVE NO FURTHER OBLIGATION TO PAY ROYALTIES UNDER ARTICLE V HEREOF IN A COUNTRY,
AT WHICH TIME THE AGREEMENT SHALL EXPIRE IN ITS ENTIRETY IN SUCH COUNTRY AND THE
PARTIES SHALL HAVE NO FURTHER PAYMENT OBLIGATIONS OR OTHER FINANCIAL OBLIGATIONS
TO EACH OTHER WITH RESPECT TO THE CONTINUING USE IN SUCH COUNTRY OF PHARMACOPEIA
TECHNOLOGY, SCHERING TECHNOLOGY AND/OR COLLABORATION TECHNOLOGY, AS THE CASE MAY
BE, IN THE MANNER LICENSED HEREIN.
AS ROYALTY PAYMENT OBLIGATIONS FOR AN
AGREEMENT PRODUCT EXPIRE IN A COUNTRY, EVEN IF THE AGREEMENT THEREAFTER REMAINS
IN EFFECT IN
28
SUCH COUNTRY, SCHERING, ITS AFFILIATES AND SUBLICENSEES, SHALL NO LONGER HAVE
ANY REMAINING PAYMENT OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH AGREEMENT
PRODUCT IN THAT COUNTRY.
10.2
TERMINATION FOR CAUSE.
THIS AGREEMENT MAY BE
TERMINATED BY WRITTEN NOTICE BY EITHER PARTY AT ANY TIME DURING THE TERM OF THIS
AGREEMENT IF THE OTHER PARTY (THE "BREACHING PARTY") IS IN MATERIAL BREACH OR
DEFAULT OF ANY OF ITS MATERIAL OBLIGATIONS HEREUNDER (INCLUDING, WITHOUT
LIMITATION, ANY PAYMENT OBLIGATIONS), AS FOLLOWS:
(I) THE TERMINATING PARTY
SHALL SEND WRITTEN NOTICE OF THE BREACH OR DEFAULT TO THE BREACHING PARTY; AND
(II) IF SUCH DEFAULT OR BREACH THEREAFTER CONTINUES FOR SIXTY (60) DAYS AFTER
WRITTEN NOTICE THEREOF WAS PROVIDED TO THE BREACHING PARTY, THEN THE TERMINATION
SHALL BECOME EFFECTIVE AT THE END OF SUCH SIXTY (60) DAY PERIOD, UNLESS THE
BREACHING PARTY (OR ANY OTHER PARTY ON ITS BEHALF) HAS CURED ANY SUCH BREACH OR
DEFAULT PRIOR TO THE EXPIRATION OF THE SIXTY (60) DAY PERIOD OR HAS COMMENCED
ACTIVITIES REASONABLY EXPECTED TO CURE SUCH BREACH WITHIN SUCH SIXTY (60) DAY
PERIOD AND THEREAFTER USES DILIGENT EFFORTS TO COMPLETE THE CURE AS SOON AS
PRACTICABLE.
10.3
TERMINATION UPON BANKRUPTCY OR INSOLVENCY.
THIS
AGREEMENT MAY BE TERMINATED BY PHARMACOPEIA GIVING WRITTEN