13.1.
TERM.
THIS AGREEMENT SHALL BECOME EFFECTIVE UPON THE EFFECTIVE
DATE, AND, SUBJECT TO THE PROVISIONS OF THIS SECTION 13, SHALL REMAIN IN EFFECT
WITH RESPECT TO THE PRODUCT IN EACH COUNTRY IN THE TERRITORY, UNTIL THE
EXPIRATION OF THE LAST VALID CLAIM COVERING THE PRODUCT CONTAINED IN A PATENT IN
SUCH COUNTRY, OR TWENTY (20) YEARS AFTER THE FIRST COMMERCIAL SALE OF THE
PRODUCT IN SUCH COUNTRY, WHICHEVER IS LONGER ("TERM").
13.2.
BREACH OR INSOLVENCY.
WITHOUT PREJUDICE TO ANY OTHER RIGHTS OR
REMEDY IT MAY HAVE, EACH PARTY MAY TERMINATE THIS AGREEMENT BY PRIOR NOTICE IN
WRITING TO THE OTHER PARTY ("OTHER PARTIES"):
(A)
EITHER PARTY (THE "NON-BREACHING PARTY") MAY, WITHOUT PREJUDICE TO
ANY OTHER REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY, TERMINATE THIS AGREEMENT
IN ITS ENTIRETY, IN THE EVENT THE OTHER PARTY (THE "BREACHING PARTY") SHALL HAVE
MATERIALLY BREACHED OR DEFAULTED IN THE PERFORMANCE OF ANY OF ITS MATERIAL
OBLIGATIONS HEREUNDER OR ANY REPRESENTATION OR WARRANTY PROVIDED HEREIN, AND
SUCH DEFAULT SHALL HAVE CONTINUED FOR [***] DAYS AFTER WRITTEN NOTICE THEREOF
WAS PROVIDED TO THE BREACHING PARTY BY THE NON-BREACHING PARTY (OR, IF SUCH
DEFAULT CANNOT BE CURED WITHIN SUCH [***]-DAY PERIOD, IF THE BREACHING PARTY
DOES NOT COMMENCE AND DILIGENTLY CONTINUE ACTIONS TO CURE SUCH DEFAULT DURING
SUCH [***]-DAY PERIOD).
ANY SUCH TERMINATION SHALL BECOME EFFECTIVE AT THE END
OF SUCH [***]-DAY PERIOD UNLESS THE BREACHING PARTY HAS CURED ANY SUCH BREACH OR
DEFAULT PRIOR TO THE EXPIRATION OF SUCH [***]-DAY PERIOD (OR, IF SUCH DEFAULT
CANNOT BE CURED WITHIN SUCH [***]-DAY PERIOD, IF THE BREACHING PARTY HAS
COMMENCED AND DILIGENTLY CONTINUED ACTIONS TO CURE SUCH DEFAULT; PROVIDED
HOWEVER, THAT IN NO EVENT SHALL THE CURE PERIOD EXCEED [***] DAYS BEYOND THE
INITIAL [***]-DAY PERIOD).
THE RIGHT OF EITHER PARTY TO TERMINATE THIS
AGREEMENT AS PROVIDED IN THIS SECTION SHALL NOT BE AFFECTED IN ANY WAY BY ITS
WAIVER OR FAILURE TO TAKE ACTION WITH RESPECT TO ANY PREVIOUS DEFAULT; OR
(B)
IF ONE OF THE PARTIES BECOMES INSOLVENT (DEFINED AS SUCH PARTY
BEING SUBJECT TO A VOLUNTARY OR INVOLUNTARY BANKRUPTCY PETITION WHICH IS NOT
DISMISSED WITHIN [***] DAYS AFTER FILING) (THE "INSOLVENT PARTY"), OR IF AN
ORDER IS MADE OR A RESOLUTION IS PASSED FOR THE WINDING UP OF THE INSOLVENT
PARTY (OTHER THAN VOLUNTARILY FOR THE PURPOSE OF SOLVENT AMALGAMATION OR
RECONSTRUCTION) OR IF AN ADMINISTRATOR, ADMINISTRATIVE RECEIVER OR RECEIVER IS
APPOINTED IN RESPECT OF THE WHOLE OR ANY PART OF THE INSOLVENT PARTY'S ASSETS OR
BUSINESS OR IF THE INSOLVENT PARTY MAKES ANY COMPOSITION WITH ITS CREDITORS OR
TAKES OR SUFFERS ANY SIMILAR OR ANALOGOUS ACTION IN CONSEQUENCE OF DEBT.
13.3.
COMPANY'S INABILITY TO DELIVER SHELF STABLE PRODUCT.
IN THE EVENT
THAT COMPANY IS UNABLE TO DELIVER TO DISTRIBUTOR LAUNCH QUANTITIES OF PRODUCT
WHICH IS PROPERLY VALIDATED AND SHELF STABLE PURSUANT TO VALID PURCHASE ORDERS
ACCEPTED BY COMPANY UNDER SECTION 4.3 PRIOR TO THE LAUNCH DATE, DISTRIBUTOR
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND COLLECT FROM COMPANY ALL