IN SECTIONS 11 (BOOKS AND RECORDS), 14
(DISPOSITION OF LICENSED PRODUCTS), 15 (USE OF NAMES), 18 (PATENT MARKING), 20
(INDEMNIFICATION), 27 (CONFIDENTIALITY) AND 28 (DISPUTE RESOLUTION).
13.
TERMINATION.
13.1
NOTICE OF BREACH.
IF A PARTY BREACHES OR FAILS TO PERFORM ANY
MATERIAL PROVISION OF THIS AGREEMENT, THE OTHER PARTY MAY GIVE WRITTEN NOTICE OF
SUCH DEFAULT, SPECIFYING THE BREACH AND EACH COUNTRY IN WHICH THE BREACH IS
ALLEGEDLY OCCURRING OR WHETHER THE BREACH RELATES TO THE ENTIRE AGREEMENT (A
"NOTICE OF BREACH") TO THE BREACHING PARTY.
13.2
NOTICE OF TERMINATION.
IF THE BREACHING PARTY FAILS TO CURE SUCH
DEFAULT WITHIN SIXTY (60) DAYS OF THE NOTICE OF BREACH, THE NON-BREACHING PARTY
SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE LICENSES HEREIN (I) AS
TO THE COUNTRY/IES WHERE THE BREACH REMAINS UNCURED (IF THE BREACH RELATES ONLY
TO CERTAIN COUNTRIES) OR (II) IF THE BREACH REPRESENTS A MATERIAL PORTION OF THE
BREACHING PARTY'S OBLIGATIONS UNDER THIS AGREEMENT, THEN AT THE NON-BREACHING
PARTY'S OPTION, AS TO THE BREACHING PARTY'S LICENSE RIGHTS UNDER THE ENTIRE
AGREEMENT.
IN ORDER TO SO TERMINATE, THE NON-BREACHING PARTY SHALL DELIVER A
SECOND WRITTEN NOTICE (A "NOTICE OF TERMINATION") TO THE BREACHING PARTY, IF
APPLICABLE SPECIFYING THE COUNTRIES WHERE RIGHTS HEREUNDER ARE BEING
TERMINATED.
IF A NOTICE OF TERMINATION IS SENT TO A BREACHING PARTY, THIS
AGREEMENT SHALL AUTOMATICALLY TERMINATE ON THE EFFECTIVE DATE OF SUCH NOTICE OF
TERMINATION TO THE EXTENT OF THE TERMINATION PROVIDED FOR THEREIN.
TERMINATION
BY A NON-BREACHING PARTY SHALL NOT TERMINATE THE LICENSE RIGHTS AND OTHER
BENEFITS RECEIVED BY THE NON-BREACHING PARTY UNDER THIS AGREEMENT, AND THE
OBLIGATIONS OF THE NON-BREACHING PARTY THAT CORRESPOND THERETO (E.G., TO MAKE
PAYMENTS UNDER SECTION 4, ENGAGE IN DILIGENCE UNDER SECTION 5, AND, IN THE EVENT
ELEOS IS THE NON-BREACHING PARTY, TO PURCHASE MANUFACTURED API IN ACCORDANCE
WITH SECTION 9), BUT SHALL TERMINATE THE NON-BREACHING PARTY'S OBLIGATIONS
REGARDING PRODUCT DEVELOPMENT UNDER SECTIONS 7 AND 8.
13.3
OBLIGATION FOR AMOUNTS OWED.
TERMINATION SHALL NOT RELIEVE THE
BREACHING PARTY OF ITS OBLIGATION TO PAY ALL AMOUNTS DUE TO THE NON-BREACHING
PARTY AS OF THE EFFECTIVE DATE OF TERMINATION AND
15
SHALL NOT IMPAIR ANY ACCRUED RIGHTS OF THE NON-BREACHING PARTY.
DURING THE
60-DAY CURE PERIOD PROVIDED BY THE FOREGOING, THE PARTIES SHALL NEGOTIATE IN
GOOD FAITH TO RESOLVE ANY DISPUTE RELATING TO ANY ALLEGED BREACH OF THIS
AGREEMENT.
14.
DISPOSITION OF LICENSED PRODUCTS AND
INFORMATION ON TERMINATION.
14.1
UPON TERMINATION OF THIS AGREEMENT BY A PARTY:
(a)
the other Party may complete all partially made Licensed Products and
dispose of all previously made Licensed Products, but no more, within a period
of one hundred and eighty (180) days after the Notice of Termination; provided,
however, that the disposition of such Licensed Products shall be subject to the
terms of this Agreement including, but not limited to, the payment of royalties
at the rate and at the time provided herein and the delivery of reports thereon;
and
(b)
the breaching Party shall promptly return, and shall cause