IN A WRITING, WHICH WRITING MUST INCLUDE AN EXPLANATION OF THE
REASONS FOR SUCH AWARD.
ALL FEES, COSTS AND EXPENSES OF THE ARBITRATORS, AND
ALL OTHER COSTS AND EXPENSES OF THE ARBITRATION, WILL BE SHARED EQUALLY BY THE
PARTIES UNLESS THE TRIBUNAL IN THE AWARD ASSESSES SUCH COSTS AND EXPENSES
AGAINST ONE OF THE PARTIES OR ALLOCATES SUCH COSTS AND EXPENSES OTHER THAN
EQUALLY BETWEEN SUCH PARTIES.
PENDING THE AWARD OF THE ARBITRATION TRIBUNAL,
THE PARTIES SHALL CONTINUE TO PERFORM THEIR RESPECTIVE OBLIGATIONS UNDER THIS
AGREEMENT.
NOTWITHSTANDING THE FOREGOING, EITHER PARTY MAY, ON GOOD CAUSE
SHOWN, SEEK A TEMPORARY RESTRAINING ORDER AND/OR A PRELIMINARY INJUNCTION FROM A
COURT OF COMPETENT JURISDICTION, TO BE EFFECTIVE PENDING THE INSTITUTION OF THE
ARBITRATION PROCESS OR THE DELIBERATION AND AWARD OF THE ARBITRATION TRIBUNAL.
ARTICLE XI - TERM AND TERMINATION
11.1
TERM.
THE TERM OF THIS AGREEMENT SHALL EXTEND WITH RESPECT TO A
DRUG PRODUCT IN A PARTICULAR COUNTRY FROM THE EFFECTIVE DATE UNTIL THE LATER
OF:
(A) THE LAST TO EXPIRE OR BE INVALIDATED OR ABANDONED OF ANY VERTEX PATENTS
CONTAINING A VALID PATENT CLAIM COVERING THE DRUG PRODUCT, A COMPOUND INCLUDED
IN A DRUG PRODUCT OR A METHOD OF MAKING OR USING THE SAME IN THAT COUNTRY; OR
(B) TEN (10) YEARS FROM THE DATE OF FIRST COMMERCIAL SALE OF THE DRUG
39
Information redacted pursuant to a confidential treatment request.
An
unredacted version of this
exhibit has been filed separately with the Commission.
PRODUCT IN THAT COUNTRY, UNLESS THE AGREEMENT IS TERMINATED AT AN EARLIER DATE
PURSUANT TO SECTIONS 11.2, 11.3 OR 11.4 HEREOF.
11.2
TERMINATION FOR CAUSE.
IN ADDITION TO RIGHTS OF TERMINATION WHICH
MAY BE GRANTED TO EITHER PARTY UNDER OTHER PROVISIONS OF THIS AGREEMENT, EITHER
PARTY MAY TERMINATE THIS AGREEMENT UPON SIXTY (60) DAYS PRIOR WRITTEN NOTICE TO
THE OTHER PARTY UPON THE BREACH BY SUCH OTHER PARTY OF ANY OF ITS MATERIAL
OBLIGATIONS UNDER THIS AGREEMENT, PROVIDED THAT SUCH TERMINATION SHALL BECOME
EFFECTIVE ONLY IF THE BREACHING PARTY SHALL FAIL TO REMEDY OR CURE THE BREACH,
OR TO INITIATE STEPS TO REMEDY THE SAME TO THE OTHER PARTY'S REASONABLE
SATISFACTION, WITHIN SUCH SIXTY (60) DAY PERIOD.
11.3
TERMINATION FOR BANKRUPTCY.
IF AT ANY TIME DURING THE TERM OF
THIS AGREEMENT, AN EVENT OF BANKRUPTCY (AS DEFINED BELOW) RELATING TO EITHER
PARTY (THE "BANKRUPT PARTY") OCCURS, THE OTHER PARTY (THE "OTHER PARTY") SHALL
HAVE, IN ADDITION TO ALL OTHER LEGAL AND EQUITABLE RIGHTS AND REMEDIES AVAILABLE
HEREUNDER, THE OPTION TO TERMINATE THIS AGREEMENT UPON THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE TO THE BANKRUPT PARTY.
IT IS AGREED AND UNDERSTOOD THAT IF THE
OTHER PARTY DOES NOT ELECT TO TERMINATE THIS AGREEMENT UPON THE OCCURRENCE OF AN
EVENT OF BANKRUPTCY, EXCEPT AS MAY OTHERWISE BE AGREED WITH THE TRUSTEE OR
RECEIVER APPOINTED TO MANAGE THE AFFAIRS OF THE BANKRUPT PARTY, THE OTHER PARTY
SHALL CONTINUE TO MAKE ALL PAYMENTS REQUIRED OF IT UNDER THIS AGREEMENT AS IF
THE EVENT OF BANKRUPTCY HAD NOT OCCURRED, AND THE BANKRUPT PARTY