INSURANCE.
GSK HEREBY REPRESENTS AND WARRANTS TO REGULUS THAT IT
IS SELF-INSURED AGAINST LIABILITY AND OTHER RISKS ASSOCIATED WITH ITS ACTIVITIES
AND OBLIGATIONS UNDER THIS AGREEMENT IN SUCH AMOUNTS AND ON SUCH TERMS AS ARE
CUSTOMARY FOR PRUDENT PRACTICES FOR LARGE COMPANIES IN THE PHARMACEUTICAL
INDUSTRY FOR THE ACTIVITIES TO BE CONDUCTED BY GSK UNDER THIS AGREEMENT.
GSK
SHALL FURNISH TO REGULUS EVIDENCE OF SUCH SELF-INSURANCE, UPON REQUEST.
9.5
LIMITATION OF CONSEQUENTIAL DAMAGES.
EXCEPT FOR CLAIMS OF A THIRD
PARTY WHICH ARE SUBJECT TO INDEMNIFICATION UNDER THIS ARTICLE 9 OR AS OTHERWISE
EXPRESSLY STATED IN THIS AGREEMENT, NEITHER REGULUS NOR GSK, NOR ANY OF THEIR
AFFILIATES OR SUBLICENSEES NOR THE PARENT COMPANIES WILL BE LIABLE TO THE OTHER
PARTY TO THIS AGREEMENT, ITS AFFILIATES OR ANY OF THEIR SUBLICENSEES NOR THE
PARENT COMPANIES, FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER
INDIRECT DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER LIABILITY IS ASSERTED IN
CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), INDEMNITY OR
CONTRIBUTION, AND IRRESPECTIVE OF WHETHER THAT PARTY OR ANY REPRESENTATIVE OF
THAT PARTY HAS BEEN ADVISED OF, OR OTHERWISE MIGHT HAVE ANTICIPATED THE
POSSIBILITY OF, ANY SUCH LOSS OR DAMAGE.
19
ARTICLE 10
TERM AND TERMINATION
10.1
AGREEMENT TERM; EXPIRATION.
UNLESS EARLIER TERMINATED PURSUANT TO
SECTION 5.6.3 OR THE OTHER PROVISIONS OF THIS ARTICLE 10, THIS AGREEMENT SHALL
BE EFFECTIVE AS OF THE EFFECTIVE DATE AND SHALL CONTINUE IN FULL FORCE AND
EFFECT UNTIL THE DATE OF THE EXPIRATION OF ALL PAYMENT OBLIGATIONS BY GSK UNDER
THIS AGREEMENT, (THE "AGREEMENT TERM").
10.2
TERMINATION FOR CAUSE.
10.2.1
EITHER PARTY (IN SUCH CAPACITY, THE "NON-BREACHING PARTY") MAY,
WITHOUT PREJUDICE TO ANY OTHER REMEDIES AVAILABLE TO IT AT LAW OR IN EQUITY,
TERMINATE THIS AGREEMENT IN THE EVENT THE OTHER PARTY (IN SUCH CAPACITY, THE
"BREACHING PARTY") SHALL HAVE MATERIALLY BREACHED OR DEFAULTED IN THE
PERFORMANCE OF ANY OF ITS MATERIAL OBLIGATIONS HEREUNDER, AND SUCH DEFAULT SHALL
HAVE CONTINUED FOR NINETY (90) DAYS AFTER WRITTEN NOTICE THEREOF WAS PROVIDED TO
THE BREACHING PARTY BY THE NON-BREACHING PARTY, SUCH NOTICE DESCRIBING WITH
PARTICULARITY AND IN DETAIL THE ALLEGED MATERIAL BREACH.
10.2.2
DISAGREEMENT.
NOTWITHSTANDING ANY OF THE FOREGOING, IF THE PARTIES
REASONABLY AND IN GOOD FAITH DISAGREE AS TO WHETHER THERE HAS BEEN A MATERIAL
BREACH UNDER SECTION 10.2.1 ABOVE, THE PARTY WHICH SEEKS TO DISPUTE THAT THERE
HAS BEEN A MATERIAL BREACH MAY CONTEST THE ALLEGATION IN ACCORDANCE WITH
SECTION 11.1.
NOTWITHSTANDING THE ABOVE SENTENCE, THE CURE PERIOD FOR ANY
ALLEGATION MADE IN GOOD FAITH AS TO A MATERIAL BREACH UNDER THIS AGREEMENT WILL
RUN FROM THE DATE THAT WRITTEN NOTICE WAS FIRST PROVIDED TO THE BREACHING PARTY
BY THE NON-BREACHING PARTY.
ANY TERMINATION OF THE AGREEMENT UNDER THIS
SECTION 10.2 SHALL BECOME EFFECTIVE AT THE END OF SUCH NINETY (90) DAY PERIOD,
UNLESS THE BREACHING PARTY HAS CURED ANY SUCH BREACH OR DEFAULT PRIOR TO THE
EXPIRATION OF SUCH NINETY (90) DAY PERIOD.
THE RIGHT OF