WILL
IMMEDIATELY NOTIFY LILLY OF SUCH FACT.
10.8
APPLICABLE LAWS.
AMYLIN WILL COMPLY WITH APPLICABLE
LAWS RELATING TO ITS DISTRIBUTING, MARKETING, PROMOTING AND SELLING OF THE
DEVICES.
10.9
IMPLIED WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED IN
THIS ARTICLE 10, AMYLIN MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND AMYLIN
SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING
ANY IMPLIED WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR
PURPOSE AND WARRANTY OF NONINFRINGEMENT.
ARTICLE 11
TERM OF MANUFACTURING AGREEMENT; TERMINATION
11.1
TERM OF MANUFACTURING AGREEMENT.
UNLESS EARLIER
TERMINATED IN ACCORDANCE WITH THIS ARTICLE 11, THIS AGREEMENT WILL TAKE EFFECT
AND COMMENCE ON THE EFFECTIVE DATE AND WILL EXPIRE, AT SUCH TIME AS THE
COLLABORATION AGREEMENT EXPIRES.
IN THE EVENT OF TERMINATION OF THE
COLLABORATION AGREEMENT PRIOR TO ITS EXPIRATION, THIS AGREEMENT SHALL CONTINUE
IN EFFECT UNLESS TERMINATED AT THE OPTION OF EITHER PARTY AS PROVIDED IN SECTION
11.3(C) BELOW.
11.2
Termination Without Cause.
After the second
anniversary date of the Commencement Date, either Party may terminate this
Agreement by providing the other Party [...***...] advance written notice of such
termination.
11.3
TERMINATION FOR CAUSE.
IN ADDITION TO EACH PARTY'S
RIGHT TO TERMINATE UNDER SECTION 11.2 ABOVE, THIS AGREEMENT MAY BE TERMINATED AS
FOLLOWS:
*Confidential Treatment Request(ed)
25
(A)
A PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY BY PROVIDING
WRITTEN NOTICE TO THE OTHER PARTY IF THE OTHER PARTY IS DECLARED INSOLVENT OR
BANKRUPT BY A COURT OF COMPETENT JURISDICTION, OR A VOLUNTARY PETITION OF
BANKRUPTCY IS FILED IN ANY COURT OF COMPETENT JURISDICTION BY THE OTHER PARTY OR
AN INVOLUNTARY PETITION FOR RELIEF UNDER THE UNITED STATES BANKRUPTCY CODE IS
FILED IN A COURT OF COMPETENT JURISDICTION AGAINST THE OTHER PARTY WHICH IS NOT
DISMISSED WITHIN THIRTY (30) DAYS OF ITS FILING, OR THE OTHER PARTY MAKES OR
EXECUTES ANY ASSIGNMENT FOR THE BENEFIT OF CREDITORS.
(B)
EITHER PARTY MAY TERMINATE THIS AGREEMENT IN THE EVENT OF A
MATERIAL BREACH OF THIS AGREEMENT BY THE OTHER; PROVIDED THAT IF THE BREACHING
PARTY CURES SUCH MATERIAL BREACH WITHIN THE CURE PERIOD PROVIDED IN SECTION
11.4, THEN THE OTHER PARTY WILL BE OBLIGATED TO CONTINUE TO PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT, AND THIS AGREEMENT WILL CONTINUE IN FULL FORCE
AND EFFECT.
(C)
EITHER PARTY MAY TERMINATE THIS AGREEMENT IMMEDIATELY IN THE EVENT
THE COLLABORATION AGREEMENT IS TERMINATED FOR ANY REASON.
11.4
PROCEDURES FOR TERMINATION FOR MATERIAL BREACH.
A
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 11.3(B) SHALL NOT BE EFFECTIVE
UNLESS THE TERMINATING PARTY COMPLIES WITH THE FOLLOWING PROCEDURES:
THE TERMINATING PARTY WILL GIVE THE OTHER PARTY PRIOR WRITTEN NOTICE THEREOF,
SPECIFYING IN REASONABLE DETAIL THE ALLEGED MATERIAL BREACH, AND IF SUCH ALLEGED
MATERIAL BREACH OR MATERIAL DEFAULT CONTINUES UNREMEDIED FOR A PERIOD OF THIRTY
(30) DAYS AFTER THE DATE OF RECEIPT OF THE NOTIFICATION OR, IF THE MATERIAL
BREACH REASONABLY CANNOT BE CORRECTED OR REMEDIED WITHIN THIRTY (30) DAYS, THEN
IF (I) THE DEFAULTING PARTY HAS