OF SECTION 9.6 AS BAYER MAY REASONABLY
REQUEST TO EVIDENCE BAYER'S SECURITY INTEREST IN THE COLLATERAL OR FOR BAYER TO
OBTAIN THE FULL BENEFITS OF THE RIGHTS GRANTED UNDER SECTION 9.6.
ARTICLE X
MISCELLANEOUS
10.1
FORCE MAJEURE.
NEITHER PARTY SHALL BE HELD
LIABLE OR RESPONSIBLE TO THE OTHER PARTY NOR BE DEEMED TO HAVE DEFAULTED UNDER
OR BREACHED THIS AGREEMENT FOR FAILURE OR DELAY IN FULFILLING OR PERFORMING ANY
TERM OF THIS AGREEMENT WHEN SUCH FAILURE OR DELAY IS CAUSED BY OR RESULTS FROM
CAUSES BEYOND THE REASONABLE CONTROL OF THE AFFECTED PARTY, INCLUDING BUT NOT
LIMITED TO FIRE, FLOODS, EMBARGOES, WAR, ACTS OF WAR (WHETHER WAR IS DECLARED OR
NOT), TERRORISM, INSURRECTIONS, RIOTS, CIVIL COMMOTION, STRIKES, LOCKOUTS OR
OTHER LABOR DISTURBANCES, ACTS OF GOD OR ACTS, OMISSIONS OR DELAYS IN ACTING BY
ANY GOVERNMENTAL AUTHORITY OR THE OTHER PARTY; PROVIDED THAT THE PARTY SO
AFFECTED SHALL USE REASONABLE COMMERCIAL EFFORTS TO AVOID OR REMOVE SUCH CAUSES
OF NONPERFORMANCE, AND SHALL CONTINUE PERFORMANCE HEREUNDER WITH REASONABLE
DISPATCH WHENEVER SUCH CAUSES ARE REMOVED.
EITHER PARTY SHALL PROVIDE THE OTHER
PARTY WITH PROMPT WRITTEN NOTICE OF ANY DELAY OR FAILURE TO PERFORM THAT OCCURS
BY REASON OF FORCE MAJEURE.
THE PARTIES SHALL MUTUALLY SEEK A RESOLUTION OF THE
DELAY OR THE FAILURE TO PERFORM AS NOTED ABOVE.
10.2
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED
OR OTHERWISE TRANSFERRED BY EITHER PARTY WITHOUT THE CONSENT OF THE OTHER PARTY;
PROVIDED, THAT EITHER GENAISSANCE OR BAYER MAY, WITHOUT SUCH CONSENT, ASSIGN ITS
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT (A) TO ANY
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AFFILIATE, OR (B) IN CONNECTION WITH A MERGER, CONSOLIDATION OR SALE OF
SUBSTANTIALLY ALL OF SUCH PARTY'S ASSETS RELATING TO THIS AGREEMENT TO A THIRD
PARTY; PROVIDED, FURTHER, THAT SUCH PARTY'S RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT SHALL BE ASSUMED BY ITS SUCCESSOR IN INTEREST IN ANY SUCH TRANSACTION
AND SHALL NOT BE TRANSFERRED SEPARATE FROM ALL OR SUBSTANTIALLY ALL OF ITS OTHER
BUSINESS ASSETS RELATING TO THIS AGREEMENT, INCLUDING THOSE BUSINESS ASSETS THAT
ARE THE SUBJECT OF THIS AGREEMENT.
ANY PURPORTED ASSIGNMENT IN VIOLATION OF THE
PRECEDING SENTENCE SHALL BE VOID.
ANY PERMITTED ASSIGNEE SHALL ASSUME ALL
OBLIGATIONS OF ITS ASSIGNOR UNDER THIS AGREEMENT.
10.3
SEVERABILITY.
IF ANY PROVISION HEREOF SHOULD BE
HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY RESPECT IN ANY JURISDICTION, THEN,
TO THE FULLEST EXTENT PERMITTED BY LAW, (A) ALL OTHER PROVISIONS HEREOF SHALL
REMAIN IN FULL FORCE AND EFFECT IN SUCH JURISDICTION AND SHALL BE LIBERALLY
CONSTRUED IN ORDER TO CARRY OUT THE INTENTIONS OF THE PARTIES AS NEARLY AS MAY
BE POSSIBLE AND (B) SUCH INVALIDITY, ILLEGALITY OR UNENFORCEABILITY SHALL NOT
AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF SUCH PROVISION IN ANY OTHER
JURISDICTION.
10.4
NOTICES.
ANY CONSENT, NOTICE OR REPORT REQUIRED
OR PERMITTED TO BE GIVEN OR MADE UNDER THIS AGREEMENT BY ONE OF THE PARTIES TO
THE OTHER PARTY SHALL BE IN WRITING, DELIVERED PERSONALLY OR BY FACSIMILE (AND
PROMPTLY CONFIRMED BY TELEPHONE, PERSONAL DELIVERY OR COURIER) OR COURIER,
POSTAGE PREPAID (WHERE APPLICABLE),