ITS FULL CLAIM AND UNITED THERAPEUTICS MAY PROVE SUCH CLAIM AS
IT SEES FIT AND MAY REFRAIN FROM PROVING ANY CLAIM AND MAY VALUE AS IT SEES FIT
OR REFRAIN FROM VALUING ANY SECURITY HELD BY UNITED THERAPEUTICS.
3.6
NEW MANUFACTURING AND SUPPLY AGREEMENT. IF THE
MANUFACTURING AND SUPPLY AGREEMENT SHALL BE CANCELLED OR TERMINATED BY REASON OF
DISCLAIMER BY A TRUSTEE IN BANKRUPTCY OR THE INCAPACITY OF LILLY DEL CARIBE,
BEFORE THE GUARANTEED OBLIGATIONS HAVE OTHERWISE BEEN FULLY PERFORMED, OBSERVED,
SATISFIED AND PAID, LILLY COVENANTS AND AGREES WITH UNITED THERAPEUTICS, AT THE
OPTION AND REQUEST OF UNITED THERAPEUTICS, TO ENTER INTO, EXECUTE AND DELIVER A
NEW AGREEMENT BETWEEN UNITED THERAPEUTICS AND LILLY WHEREBY LILLY SHALL ASSUME
AND COVENANT AND AGREE TO OBSERVE, PERFORM AND BE BOUND BY THE GUARANTEED
OBLIGATIONS AS IT WAS AT THE TIME IMMEDIATELY BEFORE SUCH CANCELLATION,
DETERMINATION OR TERMINATION.
3.7
CONTINUING GUARANTEE.
THE OBLIGATIONS OF LILLY
UNDER THIS GUARANTEE CONSTITUTE A CONTINUING GUARANTEE AND SHALL REMAIN IN FULL
FORCE AND EFFECT UNTIL ALL THE GUARANTEED OBLIGATIONS HAVE BEEN FULLY PERFORMED,
OBSERVED, SATISFIED AND PAID. NO RECOVERY UNDER THIS GUARANTEE, AND NO ACTION OR
PROCEEDING BROUGHT OR INSTITUTED UNDER THIS GUARANTEE, AND NO RECOVERY IN
PURSUANCE OF SUCH ACTION OR PROCEEDING, SHALL BE A BAR OR DEFENSE TO ANY FURTHER
ACTION OR PROCEEDING UNDER THIS GUARANTEE OR TO ANY FURTHER RECOVERY.
ARTICLE 4
GENERAL PROVISIONS
4.1
ASSIGNMENT.
A PARTY MAY NOT ASSIGN THIS GUARANTEE
OR ANY RIGHTS OR OBLIGATIONS HEREUNDER WITHOUT THE PRIOR WRITTEN CONSENT OF THE
NON-ASSIGNING PARTY, AND ANY ATTEMPTED ASSIGNMENT WITHOUT SUCH CONSENT SHALL BE
NULL AND VOID.
7
4.2
INCORPORATION BY REFERENCE OF MISCELLANEOUS TERMS.
THE TERMS OF ARTICLE 11 (CONFIDENTIALITY), ARTICLE 14 (DISPUTE RESOLUTION) AND
ARTICLE 15 (MISCELLANEOUS) OF THE LICENSE AGREEMENT ARE HEREBY INCORPORATED
HEREIN AND MADE PART OF THIS GUARANTEE.
[Signature Page Follows]
8
IN WITNESS WHEREOF, the Parties, intending to be bound hereby, have executed
this
Guarantee by their duly authorized representatives as of the Execution
Date.
ELILILLY AND COMPANY
UNITED THERAPEUTICS CORPORATION
By:
By:
Name:
Name:
Title:
Title:
EXHIBIT 6.2
SCHEMATIC OF DISTRIBUTION OF PRODUCT
[g309401kk07i001.gif]
EXHIBIT 6.3(a)
PURCHASE PRICE
$[***] per tablet, each tablet containing [***] ([***]) milligrams the Compound,
supplied in [***] ([***]) count bottles
EXHIBIT 6.7
WIRE INSTRUCTIONS
Lilly del Caribe Inc
Acct:
Swift: