SEPRACOR, TO PROMPTLY TRANSITION, [**], TO SEPRACOR
OR ITS DESIGNEE SUCH DEVELOPMENTAL STUDIES OR PORTIONS THEREOF FOR SEPRACOR OR
ITS DESIGNEE TO COMPLETE [**]. IF GSK SHALL CONTINUE TO CONDUCT ANY SUCH
DEVELOPMENTAL STUDIES, IT SHALL DO SO IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT IN NO CASE SHALL GSK BE
OBLIGATED TO PURSUE SUCH ACTIVITIES FOR A PERIOD EXCEEDING [**] AFTER THE DATE
OF NOTICE OF SUCH TERMINATION.
(II)
PACKAGING. GSK SHALL, AT THE WRITTEN REQUEST OF SEPRACOR,
CONTINUE TO PACKAGE THE BULK TABLETS AT COSTS TO BE NEGOTIATED IN GOOD FAITH AT
THE TIME
UNTIL SEPRACOR NOTIFIES GSK IN WRITING THAT IT HAS MADE OTHER
ARRANGEMENTS. GSK'S PACKAGING OBLIGATIONS UNDER THIS SECTION 15.2(A)(II) SHALL
NOT EXCEED [**] FOLLOWING THE EFFECTIVE DATE OF THE TERMINATION. UPON
NOTIFICATION BY SEPRACOR OR THE EXPIRY OF THE [**], WHICHEVER IS SOONER, GSK
SHALL CEASE PACKAGING OF THE PRODUCT UNLESS THE PARTIES MUTUALLY AGREE TERMS
UNDER WHICH PACKAGING MAY BE CONTINUED.
(III)
COMMERCIALIZATION. GSK, ITS AFFILIATES AND SUBLICENSEES, SHALL
CONTINUE, TO THE EXTENT THAT GSK, ITS AFFILIATES AND SUBLICENSEES CONTINUE TO
HAVE STOCKS OF USABLE PRODUCT, TO FULFILL ORDERS RECEIVED FROM CUSTOMERS FOR THE
PRODUCT IN THE GSK TERRITORY (OR, IF THE TERMINATION IS LIMITED TO A SPECIFIC
COUNTRY, WITHIN SUCH COUNTRY) UNTIL UP TO [**] DAYS AFTER THE LATER OF (A) THE
DATE ON WHICH SEPRACOR NOTIFIES GSK IN WRITING THAT SEPRACOR HAS SECURED AN
ALTERNATIVE DISTRIBUTOR OR LICENSEE FOR THE PRODUCT IN THE GSK TERRITORY AND (B)
GSK HAS INITIATED TRANSITION OF THE MAAS AND MARKETING APPROVALS FOR THE PRODUCT
IN THE GSK TERRITORY (OR, IF THE TERMINATION IS LIMITED TO A SPECIFIC COUNTRY,
WITHIN SUCH COUNTRY) TO SUCH DISTRIBUTOR OR LICENSEE, BUT IN NO EVENT FOR MORE
FOR THAN [**] AFTER THE DATE OF NOTICE OF TERMINATION. FOR THE PRODUCTS SOLD BY
GSK AFTER THE EFFECTIVE DATE OF A TERMINATION (I.E., AFTER THE EXPIRATION OF THE
APPLICABLE TERMINATION NOTICE PERIOD), GSK SHALL CONTINUE TO PAY ROYALTIES ON
THE AMOUNT OF NET SALES FROM SUCH SALES PURSUANT TO SECTION 7.3. NOTWITHSTANDING
THE FOREGOING, GSK, ITS AFFILIATES AND ITS SUBLICENSEES SHALL CEASE SUCH
ACTIVITIES IN THE GSK TERRITORY (OR, IF TERMINATION IS LIMITED TO A SPECIFIC
COUNTRY, WITHIN SUCH COUNTRY), AS THE CASE MAY BE, UPON [**] WRITTEN NOTICE
GIVEN BY SEPRACOR AT ANY TIME AFTER THE EFFECTIVE DATE OF A TERMINATION
REQUESTING THAT SUCH ACTIVITIES (OR PORTION THEREOF) CEASE. IN THE CASE OF A
TERMINATION OF THIS AGREEMENT IN ITS ENTIRETY, WITHIN [**] AFTER SEPRACOR HAS
GIVEN NOTICE TO GSK REQUESTING THE CESSATION OF ACTIVITIES PURSUANT TO THE
CONFIDENTIAL
PROVISION OF THIS SECTION, GSK SHALL NOTIFY SEPRACOR OF AN ESTIMATE OF THE
QUANTITY OF THE PRODUCT AND ITS SHELF LIFE REMAINING IN GSK'S INVENTORY AND
SEPRACOR SHALL HAVE THE RIGHT TO PURCHASE ANY SUCH QUANTITIES OF THE PRODUCT
FROM GSK FOR [**], BEING THE AMOUNT [**]. TO THE EXTENT SEPRACOR DOES NOT
PURCHASE SUCH QUANTITIES, GSK MAY SELL SUCH QUANTITIES IN THE GSK TERRITORY