AGREEMENT.
5.4
CAPITAL EXPENSES.
IF ALKERMES IS REQUIRED TO EXPAND THE ALKERMES
MANUFACTURING FACILITY OR BUILD AN ADDITIONAL FACILITY FOR THE MANUFACTURE AND
SUPPLY OF PRODUCT FOR CEPHALON PURSUANT TO THIS AGREEMENT, [**].
ARTICLE 6
TERM; TERMINATION
6.1
TERM.
THIS AGREEMENT SHALL COMMENCE AS OF THE EFFECTIVE DATE AND,
UNLESS SOONER TERMINATED AS PROVIDED IN THIS ARTICLE 6, SHALL CONTINUE IN EFFECT
UNTIL THE EXPIRATION OR TERMINATION OF THE LICENSE AND COLLABORATION AGREEMENT
AND THEREAFTER FOR ANY PERIOD AFTER EXPIRATION OR TERMINATION SPECIFIED IN THE
LICENSE AND COLLABORATION AGREEMENT DURING WHICH ALKERMES HAS AGREED TO CONTINUE
SUPPLYING PRODUCT TO CEPHALON FOR THE TERRITORY (SUCH PERIOD, THE "TERM").
*
CONFIDENTIAL TREATMENT REQUESTED
16
6.2
TERMINATION UPON MATERIAL BREACH.
IF EITHER PARTY SHALL COMMIT A
MATERIAL BREACH WITH RESPECT TO ANY MATERIAL PROVISION OF THIS AGREEMENT AND THE
OTHER PARTY SHALL HAVE GIVEN THE BREACHING PARTY WRITTEN NOTICE OF SUCH BREACH,
THE BREACHING PARTY SHALL HAVE [**] DAYS TO CURE SUCH BREACH.
IF SUCH BREACH IS
NOT CURED IN ALL MATERIAL RESPECTS WITHIN SUCH [**] DAY PERIOD, THE
NON-BREACHING PARTY SHALL HAVE THE RIGHT, UPON NOTICE TO THE BREACHING PARTY AND
WITHOUT PREJUDICE TO ANY OTHER RIGHTS THE NON-BREACHING PARTY MAY HAVE, TO
TERMINATE THIS AGREEMENT, UNLESS THE BREACHING PARTY IS IN THE PROCESS OF
ATTEMPTING IN GOOD FAITH TO CURE SUCH BREACH, IN WHICH CASE THE [**] DAY CURE
PERIOD SHALL BE EXTENDED BY AN ADDITIONAL [**] DAYS.
6.3
ALKERMES FAILURE TO SUPPLY
(A)
FAILURE TO SUPPLY.
IN THE EVENT THAT ALKERMES FAILS TO SUPPLY THE
MARKET FOR THE FINISHED PRODUCT IN THE TERRITORY FOR A CONSECUTIVE [**] DAY
PERIOD, IN LIEU OF TERMINATING THIS AGREEMENT PURSUANT TO SECTION 6.2, CEPHALON
MAY EXERCISE THE LICENSE GRANT MADE BY ALKERMES OF ALKERMES MANUFACTURING
PATENTS AND ALKERMES MANUFACTURING KNOW-HOW PURSUANT TO THE LICENSE AND
COLLABORATION AGREEMENT, AND ALKERMES SHALL TRANSFER TO CEPHALON THE ALKERMES
VIVITREX MANUFACTURING KNOW-HOW TO ENABLE CEPHALON OR ITS DESIGNATED CONTRACT
MANUFACTURER TO MANUFACTURE THE PRODUCT.
THE PARTIES SHALL ENTER INTO A
TECHNOLOGY TRANSFER AGREEMENT ("TECHNOLOGY TRANSFER AGREEMENT") TO ADDRESS
LOGISTICAL ISSUES RELATING TO THE TRANSFER BY ALKERMES OF THE ALKERMES VIVITREX
MANUFACTURING KNOW-HOW.
ALKERMES SHALL HAVE NO OBLIGATION TO TRANSFER OR
OTHERWISE PROVIDE ANY EQUIPMENT TO CEPHALON UNDER THE TECHNOLOGY TRANSFER
AGREEMENT.
(B)
TECHNOLOGY TRANSFER AGREEMENT.
THE TECHNOLOGY TRANSFER AGREEMENT
SHALL INCLUDE THE FOLLOWING TERMS AND CONDITIONS, TOGETHER WITH SUCH OTHER
CUSTOMARY REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS SATISFACTORY IN
FORM AND SUBSTANCE TO THE PARTIES AND THEIR LEGAL ADVISORS AS ARE NECESSARY OR
APPROPRIATE FOR TRANSACTIONS OF THIS TYPE:
(I)
ALKERMES SHALL [**]; AND
(II)
CEPHALON SHALL PAY ALKERMES THE DEVELOPMENT FTE RATE FOR ALL WORK
PERFORMED BY ALKERMES FTES IN [**].
CEPHALON ACKNOWLEDGES AND AGREES THAT THE ALKERMES VIVITREX MANUFACTURING
KNOW-HOW IS THE CONFIDENTIAL INFORMATION OF ALKERMES.
ACCORDINGLY THE
TECHNOLOGY TRANSFER AGREEMENT SHALL ALSO PROVIDE APPROPRIATE PROTECTIONS TO
ENSURE THE NONDISCLOSURE OF THE ALKERMES VIVITREX MANUFACTURING KNOW-HOW AND TO
RESTRICT ITS USE BY CEPHALON OR ITS DESIGNATED CONTRACT MANUFACTURER SOLELY TO
THE MANUFACTURE OF THE PRODUCT