EXERCISE
RIGHTS RETAINED PURSUANT TO THIS SECTION.
9.5
SURVIVING PROVISIONS.
THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT SHALL NOT RELIEVE THE PARTIES OF ANY OBLIGATION
ACCRUING PRIOR TO SUCH EXPIRATION OR TERMINATION.
THE PROVISIONS OF ARTICLES
IV, VI, VIII, IX AND X AND SECTIONS 5.1, 7.3 AND 7.4 HEREOF SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT.
9.6
SECURITY INTEREST.
TO SECURE THE PROMPT AND
COMPLETE PERFORMANCE WHEN DUE OF ALL OBLIGATIONS OF GENAISSANCE UNDER THIS
AGREEMENT (THE "OBLIGATIONS"), GENAISSANCE HEREBY GRANTS TO BAYER A FIRST
PRIORITY SECURITY INTEREST IN ALL OF GENAISSANCE'S RIGHTS, TITLE AND INTERESTS
IN AND TO THE GENAISSANCE RESULTING IP (WHETHER NOW EXISTING OR HEREAFTER
ARISING) , ALL LICENSES THEREOF, AND ALL OF THE RIGHTS AND BENEFITS THEREFROM,
INCLUDING WITHOUT LIMITATION ALL LICENSE PAYMENTS AND ROYALTIES, THE RIGHT TO
SUE FOR PAST, PRESENT AND FUTURE INFRINGEMENTS AND PROCEEDS THEREOF (THE
"COLLATERAL").
GENAISSANCE HEREBY AUTHORIZES THE FILING OF APPROPRIATE UCC
FINANCING STATEMENTS RELATING THERETO AND ANY OTHER FEDERAL OR STATE FILINGS
THAT MAY BE REQUIRED TO PERFECT OR OTHERWISE SECURE BAYER'S SECURITY INTEREST IN
THE COLLATERAL AS GRANTED HEREIN (COLLECTIVELY, "FILINGS"), AND BAYER SHALL HAVE
THE RIGHT TO FILE THE SAME IN ORDER TO SECURE ITS
54
INTERESTS THEREIN.
TO THE EXTENT PERMITTED BY LAW, BAYER SHALL INCLUDE IN THE
FILINGS (OTHER THAN CONTINUATION STATEMENTS) A STATEMENT THAT THE COLLATERAL
SECURES ONLY THE OBLIGATIONS.
GENAISSANCE'S SOLE REMEDY FOR ANY BREACH OF
BAYER'S OBLIGATION UNDER THE PRECEDING SENTENCE SHALL BE TO REQUIRE BAYER TO
AMEND, AND BAYER SHALL SO AMEND, AS PROMPTLY AS IS REASONABLY PRACTICABLE THE
RELEVANT FILING TO COMPLY WITH THE FOREGOING REQUIREMENT.
9.7
RIGHTS OF SECURED PARTY.
BAYER SHALL HAVE,
IN ADDITION TO THE RIGHTS AND REMEDIES GIVEN UNDER THIS AGREEMENT, THOSE RIGHTS
ALLOWED BY LAW OR AT EQUITY AND THE RIGHTS AND REMEDIES OF A SECURED PARTY UNDER
THE UNIFORM COMMERCIAL CODE.
NOTWITHSTANDING ANYTHING HEREIN OR UNDER ANY
APPLICABLE LAW TO THE CONTRARY, BAYER SHALL NOT EXERCISE OR OTHERWISE ENFORCE
ITS RIGHTS TO THE COLLATERAL AS A SECURED PARTY UNTIL THIS AGREEMENT IS
TERMINATED BY BAYER UNDER SECTION 9.2 OR UNTIL THE OCCURRENCE OF ANY EVENT
DESCRIBED IN SECTION 9.3 WITH RESPECT TO GENAISSANCE.
9.8
NO ENCUMBRANCES.
GENAISSANCE REPRESENTS,
WARRANTS AND AGREES THAT NEITHER THE GENAISSANCE RESULTING IP NOR THE LICENSES,
PROCEEDS NOR RIGHTS TO PAYMENTS RELATED THERETO IS, OR HEREAFTER SHALL BE,
ENCUMBERED (BY ACT OF GENAISSANCE OR BY OPERATION OF LAW) WITHOUT THE PRIOR
WRITTEN CONSENT OF BAYER, EXCEPT FOR (I) THE SECURITY INTEREST IN FAVOR OF BAYER
GRANTED HEREUNDER, (II) LIENS ARISING IN THE ORDINARY COURSE OF BUSINESS FOR
SUMS NOT OVERDUE OR BEING CONTESTED IN GOOD FAITH BY APPROPRIATE PROCEEDINGS AND
NOT INVOLVING ANY BORROWED MONEY OR THE DEFERRED PURCHASE PRICE OF PROPERTY OR
SERVICES, AND IN EACH CASE, FOR WHICH GENAISSANCE MAINTAINS ADEQUATE RESERVES;
AND (III) LICENSES PERMITTED BY THIS AGREEMENT.
9.9
FURTHER ASSURANCES.
GENAISSANCE SHALL FROM
TIME TO TIME PROMPTLY EXECUTE AND DELIVER ANY FILINGS AND SUCH OTHER INSTRUMENTS
AND DOCUMENTS THAT COMPLY WITH THE TERMS