SHALL
SUBMIT REPRESENTATIVE EXAMPLES OF PACKAGING AND THE PRODUCT DISPLAYING THE
PRODUCT TRADEMARKS AND/OR OTHER TRADEMARKS, TO
CONFIDENTIAL
SEPRACOR FOR REVIEW AND WRITTEN APPROVAL AT LEAST [**] PRIOR TO THE FIRST USE OF
SUCH PACKAGING FOR OR ON THE PRODUCT AND [**] PRIOR TO USE OF ANY SUBSEQUENT
PACKAGING WHICH ARE A MATERIAL CHANGE TO SUCH PACKAGING. FOR THE AVOIDANCE OF
DOUBT, SUCH REVIEW DOES NOT EXTEND TO A RIGHT TO REVIEW AND APPROVE THE
TRADEMARKS, TRADE DRESS AND STYLE OF PACKAGING AND THE LIKE OF GSK WHICH MAY BE
DETERMINED BY GSK IN ACCORDANCE WITH SECTION 13.7. SEPRACOR SHALL NOT
UNREASONABLY WITHHOLD OR DELAY APPROVAL, BUT IN ANY EVENT, IF SEPRACOR HAS NOT
RESPONDED IN WRITING WITHIN [**] AFTER THE SUBMISSION TO SEPRACOR OF SUCH
PACKAGING FOR OR ON THE PRODUCT, SEPRACOR'S APPROVAL WILL BE DEEMED TO HAVE BEEN
RECEIVED.
13.9.
TERMINATION OF TRADEMARK LICENSE. GSK'S RIGHT TO USE THE
PRODUCT TRADEMARKS AND OTHER TRADEMARKS) SHALL TERMINATE ON A COUNTRY-BY-COUNTRY
BASIS WHEN GSK'S RIGHTS TO THE PRODUCT PURSUANT TO THIS AGREEMENT ARE TERMINATED
OR EXPIRE IN ANY COUNTRY. GSK SHALL TAKE ALL SUCH STEPS AS SEPRACOR MAY
REASONABLY REQUEST TO GIVE EFFECT TO THE TERMINATION OF ANY LICENSE TO THE
PRODUCT TRADEMARKS AND OTHER TRADEMARKS, AND TO RECORD ANY DOCUMENTS THAT MAY BE
REQUIRED TO EVIDENCE THE TERMINATION OF SUCH LICENSES AND TRANSFER TO SEPRACOR
OF ALL RIGHTS, REGISTRATIONS, RECORDATION AND THE LIKE FOR SUCH PRODUCT
TRADEMARKS AND OTHER TRADEMARKS.
ARTICLE XIV.
TERM AND TERMINATION
14.1.
TERM.
THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE
DATE AND, UNLESS EARLIER TERMINATED PURSUANT TO SECTIONS 14.2, 14.3 OR 14.4,
SHALL CONTINUE IN EACH COUNTRY OF THE GSK TERRITORY ON A COUNTRY BY COUNTRY
BASIS UNTIL THE LATER OF (A) THE TENTH ANNIVERSARY OF THE EFFECTIVE DATE, AND
(B) THE DATE ON WHICH GSK CEASES TO CONTINUE TO MARKET, PROMOTE, DISTRIBUTE,
IMPORT OR SELL THE PRODUCT IN ANY COUNTRY OF THE GSK TERRITORY (THE "TERM").
14.2.
EARLY TERMINATION. EACH PARTY SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT IN ITS ENTIRETY BEFORE THE END OF THE TERM;
(A)
BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES;
(B)
UPON WRITTEN NOTICE BY EITHER PARTY IF THE OTHER PARTY IS IN
MATERIAL BREACH OF THIS AGREEMENT AND HAS NOT CURED SUCH BREACH AFTER NOTICE
FROM THE TERMINATING PARTY REQUESTING CURE OF THE BREACH; PROVIDED, HOWEVER, IN
THE EVENT OF A GOOD FAITH DISPUTE WITH RESPECT TO THE EXISTENCE OF A MATERIAL
BREACH, THE CURE PERIOD SHALL BE TOLLED UNTIL SUCH TIME AS THE DISPUTE IS
RESOLVED PURSUANT TO SECTION 18; AND PROVIDED THAT THE TERMINATING PARTY HAS
GIVEN THE DEFAULTING PARTY THE FOLLOWING OPPORTUNITIES TO REMEDY ANY BREACH:
(I)
THE WRITTEN NOTICE OF BREACH REFERENCED ABOVE SHALL DETAIL THE
SPECIFIC OBLIGATION UNDER THIS AGREEMENT WHICH IS ALLEGED TO HAVE BEEN BREACHED;
THE MANNER OF SUCH ALLEGED BREACH; AND THE STEPS WHICH MUST BE TAKEN IN ORDER TO
REMEDY SUCH BREACH; AND
CONFIDENTIAL
(II)
THE TERMINATING PARTY HAS PROVIDED THE DEFAULTING PARTY WITH A
REASONABLE