IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTY OF NONINFRINGEMENT.
ARTICLE 11
TERM OF AGREEMENT; TERMINATION
11.1
Term of Agreement.
Unless earlier terminated in
accordance with this Article 11, this Agreement will take effect and commence on
the Effective Date and will expire at such
28
time as the Collaboration Agreement expires.
In the event of termination of the
Collaboration Agreement prior to its expiration, this Agreement shall continue
in effect unless terminated at the option of either Party as provided in
Section 11.2(c) below.
This Agreement may also be terminated by mutual
agreement of the Parties.
11.2
Termination for Cause.
In addition to the Parties'
right to terminate by mutual agreement under Section 11.1 above, this Agreement
may be terminated as follows:
(A)
A PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY BY PROVIDING
WRITTEN NOTICE TO THE OTHER PARTY IF THE OTHER PARTY IS DECLARED INSOLVENT OR
BANKRUPT BY A COURT OF COMPETENT JURISDICTION, OR A VOLUNTARY PETITION OF
BANKRUPTCY IS FILED IN ANY COURT OF COMPETENT JURISDICTION BY THE OTHER PARTY OR
AN INVOLUNTARY PETITION FOR RELIEF UNDER THE UNITED STATES BANKRUPTCY CODE IS
FILED IN A COURT OF COMPETENT JURISDICTION AGAINST THE OTHER PARTY WHICH IS NOT
DISMISSED WITHIN THIRTY (30) DAYS OF ITS FILING, OR THE OTHER PARTY MAKES OR
EXECUTES ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS.
(B)
EITHER PARTY MAY TERMINATE THIS AGREEMENT IN THE EVENT OF A
MATERIAL BREACH OF THIS AGREEMENT BY THE OTHER; PROVIDED THAT IF THE BREACHING
PARTY CURES SUCH MATERIAL BREACH WITHIN THE CURE PERIOD PROVIDED IN
SECTION 11.3, THEN THE OTHER PARTY WILL BE OBLIGATED TO CONTINUE TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT, AND THIS AGREEMENT WILL CONTINUE IN FULL FORCE
AND EFFECT.
(C)
EITHER PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY IN THE EVENT
THE COLLABORATION AGREEMENT IS TERMINATED FOR ANY REASON.
11.3
Procedures for Termination for Material Breach.
A
termination of this Agreement pursuant to Section 11.2(b) shall not be effective
unless the terminating Party complies with the following procedures:
THE TERMINATING PARTY WILL GIVE THE OTHER PARTY PRIOR WRITTEN NOTICE THEREOF,
SPECIFYING IN REASONABLE DETAIL THE ALLEGED MATERIAL BREACH, AND IF SUCH ALLEGED
MATERIAL BREACH OR MATERIAL DEFAULT CONTINUES UNREMEDIED FOR A PERIOD OF THIRTY
(30) DAYS AFTER THE DATE OF RECEIPT OF THE NOTIFICATION OR, IF THE MATERIAL
BREACH REASONABLY CANNOT BE CORRECTED OR REMEDIED WITHIN THIRTY (30) DAYS, THEN
IF (I) THE DEFAULTING PARTY HAS NOT COMMENCED REMEDYING SAID MATERIAL BREACH
WITHIN SAID THIRTY (30) DAYS AND IS NOT DILIGENTLY PURSUING COMPLETION OF SAME,
OR (II) SAID MATERIAL BREACH OR MATERIAL DEFAULT HAS NOT BEEN CORRECTED OR
REMEDIED WITHIN ONE-HUNDRED TWENTY (120) DAYS, THEN SUCH TERMINATING PARTY MAY
IMMEDIATELY TERMINATE THIS AGREEMENT BY AGAIN PROVIDING WRITTEN NOTIFICATION TO
THE DEFAULTING PARTY AND SUCH TERMINATION SHALL BE EFFECTIVE AS OF THE DATE THAT
SUCH NOTICE WAS
29
DELIVERED TO THE OTHER PARTY.
THIS SECTION 11.3 WILL NOT BE EXCLUSIVE AND WILL
NOT BE IN LIEU OF ANY OTHER