PETITION BY OR AGAINST THE OTHER PARTY UNDER ANY
BANKRUPTCY, INSOLVENCY OR SIMILAR LAW (WHICH PETITION IS NOT DISMISSED WITHIN
SIXTY DAYS AFTER FILING), EXCEPT CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
OR ANY SUCCESSOR STATUTE THAT PERMITS A CORPORATION TO CONTINUE ITS OPERATION
WHILE PROTECTING IT FROM CREDITORS; THE APPOINTMENT OF A RECEIVER FOR THE OTHER
PARTY'S BUSINESS OR PROPERTY; OR THE OTHER PARTY'S MAKING OF A GENERAL
ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS; OR
(B)
ANY FORCE MAJEURE EVENT AFFECTING THE OTHER PARTY BEYOND THE OTHER
PARTY'S CONTROL WHICH LASTS FOR A PERIOD OF AT LEAST SIX MONTHS AND WHICH IS OF
SUFFICIENT INTENSITY TO INTERRUPT OR PREVENT THE CARRYING OUT OF SUCH OTHER
PARTY'S MATERIAL OBLIGATIONS UNDER THIS AGREEMENT DURING SUCH PERIOD.
Notwithstanding the occurrence of any of the event specified in subsection (a)
of this Section 8.4, the Parties acknowledge and agree that, to the extent
Section 365(n) of the United States Bankruptcy Code applies to this Agreement,
the non-insolvent Party may elect to retain and exercise the rights granted to
it hereunder with respect to the intellectual property owned or controlled by
the insolvent Party.
SECTION 8.5
FORCE MAJEURE. ANY FORCE MAJEURE EVENT OF THE TYPE
DESCRIBED IN SECTION 15.7 AFFECTING A PARTY HEREUNDER SHALL ENTITLE THE OTHER
PARTY HERETO, AT ANY TIME AFTER THE EXPIRY OF THE PERIOD OF SIX MONTHS SPECIFIED
THEREIN AND UPON SIXTY DAYS WRITTEN NOTICE GIVEN AFTER SUCH SIX-MONTH PERIOD
(SUCH NOTICE BEING, NULL AND VOID IF THE FORCE MAJEURE EVENT IS DISCONTINUED
DURING SUCH SIXTY-DAY PERIOD), IN ADDITION TO THE RIGHT TO TERMINATE THIS
AGREEMENT UNDER SECTION 8.4, THE RIGHT TO (I) EXTEND THIS AGREEMENT FOR A PERIOD
EQUAL TO THE DURATION OF THE FORCE MAJEURE EVENT WHICH OCCASIONED THE DELAY,
INTERRUPTION OR PREVENTION (SUBJECT TO THE MAXIMUM TERM OF SIX MONTHS) OR (II)
CONTINUE THE AGREEMENT IN FULL FORCE AND EFFECT WITHOUT MODIFICATION. IN NO
CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ITS INABILITY TO
PERFORM UNDER THIS AGREEMENT DUE TO ANY SUCH FORCE MAJEURE EVENT.
SECTION 8.6
RECALL. EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT IN THE EVENT OF A LARGE SCALE RECALL OR WITHDRAWAL OF THE PRODUCT
FROM THE TERRITORY RESULTING FROM A SIGNIFICANT SAFETY RISK INHERENT IN THE
PRODUCT AND NOT DUE TO TAMPERING, A REMEDIABLE MANUFACTURING PROBLEM, OR OTHER
DEFECT THAT CAN BE CURED WITH RESPECT TO PRODUCTS MANUFACTURED AFTER SUCH RISK
IS DISCOVERED.
SECTION 8.7
EFFECT OF TERMINATION.
(A)
NO ADDITIONAL PAYMENT OBLIGATIONS ARISING UNDER ARTICLE VII HEREOF
SHALL ACCRUE AFTER THE DATE OF EXPIRATION OR TERMINATION OF THIS AGREEMENT
EXCEPT AS SET FORTH IN SECTION 7.4; PROVIDED, HOWEVER, THAT EXPIRATION OR
TERMINATION OF THIS AGREEMENT SHALL NOT RELIEVE EITHER PARTY OF ANY OBLIGATIONS
ACCRUING PRIOR TO SUCH EXPIRATION OR TERMINATION. CERTAIN PROVISIONS OF THIS
AGREEMENT BY THEIR TERMS CONTINUE AFTER THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT. IN ADDITION, ANY OTHER PROVISIONS REQUIRED TO INTERPRET AND ENFORCE
THE PARTIES' RIGHTS AND OBLIGATIONS
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