SETTLE ANY SUCH CLAIM OR ACTION SHALL BE AT ITS OWN COST AND EXPENSE.
9.5
INSURANCE.
EACH PARTY SHALL OBTAIN AND
MAINTAIN THROUGHOUT THE TERM OF THIS AGREEMENT STATUTORY WORKERS' COMPENSATION
AND EMPLOYER'S LIABILITY INSURANCE COVERING ALL EMPLOYEES ENGAGED IN THE
PERFORMANCE OF WORK UNDER THIS AGREEMENT.
EACH PARTY SHALL PROVIDE THE OTHER
PARTY WITH EVIDENCE OF SUCH INSURANCE AND/OR SELF-INSURANCE PROGRAM, UPON
REQUEST.
ARTICLE X
TERM AND TERMINATION
10.1
TERM AND EXPIRATION.
THIS AGREEMENT SHALL BE
EFFECTIVE AS OF THE EFFECTIVE DATE AND UNLESS TERMINATED EARLIER AS PROVIDED IN
THIS ARTICLE X OR BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES, THE TERM OF THIS
AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT, ON A COUNTRY-BY-COUNTRY AND
PRODUCT-BY-PRODUCT BASIS, UNTIL SPL AND ITS AFFILIATES AND SUBLICENSEES HAVE NO
FURTHER OBLIGATION TO PAY ROYALTIES UNDER ARTICLE V HEREOF IN A COUNTRY, AT
WHICH TIME THE AGREEMENT SHALL EXPIRE IN ITS ENTIRETY IN SUCH COUNTRY AND THE
PARTIES SHALL HAVE NO FURTHER PAYMENT OBLIGATIONS OR OTHER FINANCIAL OBLIGATIONS
TO EACH OTHER WITH RESPECT TO THE CONTINUING USE IN SUCH COUNTRY OF PHARMACOPEIA
TECHNOLOGY, SCHERING TECHNOLOGY AND/OR COLLABORATION TECHNOLOGY, AS THE CASE MAY
BE, IN THE MANNER LICENSED HEREIN.
AS ROYALTY PAYMENT OBLIGATIONS FOR AN
AGREEMENT PRODUCT EXPIRE IN A COUNTRY, EVEN IF THE AGREEMENT THEREAFTER REMAINS
IN EFFECT IN SUCH COUNTRY, SPL, ITS AFFILIATES AND SUBLICENSEES, SHALL NO LONGER
HAVE ANY REMAINING PAYMENT OBLIGATIONS HEREUNDER WITH RESPECT TO SUCH AGREEMENT
PRODUCT IN THAT COUNTRY.
10.2
TERMINATION FOR CAUSE.
THIS AGREEMENT MAY BE
TERMINATED BY WRITTEN NOTICE BY EITHER PARTY AT ANY TIME DURING THE TERM OF THIS
AGREEMENT IF THE OTHER PARTY (THE "BREACHING PARTY") IS IN MATERIAL BREACH OR
DEFAULT OF ANY OF ITS MATERIAL OBLIGATIONS HEREUNDER (INCLUDING, WITHOUT
LIMITATION, ANY PAYMENT OBLIGATIONS), AS FOLLOWS:
(I) THE TERMINATING PARTY
SHALL SEND WRITTEN NOTICE OF THE BREACH OR DEFAULT TO THE BREACHING PARTY; AND
(II) IF SUCH DEFAULT OR BREACH THEREAFTER CONTINUES FOR SIXTY (60) DAYS AFTER
WRITTEN NOTICE THEREOF WAS PROVIDED TO THE BREACHING PARTY, THEN THE TERMINATION
SHALL BECOME EFFECTIVE AT THE END OF SUCH SIXTY (60) DAY PERIOD, UNLESS THE
BREACHING PARTY (OR ANY OTHER PARTY ON ITS BEHALF) HAS CURED ANY SUCH BREACH OR
DEFAULT PRIOR TO THE EXPIRATION OF THE SIXTY (60) DAY PERIOD OR HAS COMMENCED
ACTIVITIES REASONABLY EXPECTED TO CURE SUCH BREACH WITHIN SUCH SIXTY (60) DAY
PERIOD AND THEREAFTER USES DILIGENT EFFORTS TO COMPLETE THE CURE AS SOON AS
PRACTICABLE.
10.3
TERMINATION UPON BANKRUPTCY OR INSOLVENCY.
THIS
AGREEMENT MAY BE TERMINATED BY PHARMACOPEIA GIVING WRITTEN NOTICE OF TERMINATION
TO SPL UPON THE FILING OF BANKRUPTCY OR INSOLVENCY OF SPL OR THE APPOINTMENT OF
A
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RECEIVER FOR THE ASSETS OF SPL, OR THE MAKING BY SPL OF AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, OR THE INSTITUTION OF ANY PROCEEDINGS AGAINST SPL UNDER
ANY BANKRUPTCY LAW.
TERMINATION SHALL BE EFFECTIVE UPON THE DATE SPECIFIED IN
SUCH NOTICE.
THE RIGHTS OF SPL UNDER THIS AGREEMENT SHALL NOT TERMINATE IN THE
EVENT OF A BANKRUPTCY