MINIMUM OF [**] DOLLARS ($[**]) IN PRODUCT LIABILITY
INSURANCE.
EITHER PARTY MAY SATISFY ITS
52
OBLIGATIONS UNDER THIS SECTION 8.5 THROUGH REASONABLE SELF-INSURANCE TO THE SAME
EXTENT.
A PARTY SHALL NAME THE OTHER PARTY AS AN ADDITIONAL INSURED ON ANY
POLICIES IT MAINTAINS PERTAINING TO THE DEVELOPMENT, MANUFACTURING, MARKETING OR
SALE OF ANY PRODUCTS.
ARTICLE IX
TERM AND TERMINATION
9.1
TERM OF AGREEMENT.
THIS AGREEMENT SHALL
BECOME EFFECTIVE AS OF THE EFFECTIVE DATE, MAY BE TERMINATED AS SET FORTH IN
THIS ARTICLE IX, AND SHALL OTHERWISE REMAIN IN EFFECT UNTIL THE LATER OF: (I)
THE EXPIRATION OF ALL OBLIGATIONS TO MAKE PAYMENTS SET FORTH IN ARTICLE IV, OR
(II) THE EXPIRATION OF ALL LICENSES AND OTHER RIGHTS GRANTED IN ARTICLE III,
OTHER THAN LICENSES HAVING A PERPETUAL TERM.
9.2
TERMINATION FOR MATERIAL BREACH.
UPON ANY
MATERIAL BREACH OF A PROVISION OF THIS AGREEMENT BY A PARTY (THE "BREACHING
PARTY"), THE OTHER PARTY (THE "NON-BREACHING PARTY") MAY TERMINATE THIS
AGREEMENT BY PROVIDING [**] ([**]) DAYS WRITTEN NOTICE TO THE BREACHING PARTY,
SPECIFYING THE MATERIAL BREACH.
THE TERMINATION SHALL BECOME EFFECTIVE AT THE
END OF THE [**] ([**]) DAY PERIOD, OR IF SUCH BREACH IS NOT SUSCEPTIBLE TO CURE
WITHIN [**] ([**]) DAYS AFTER THE RECEIPT OF WRITTEN NOTICE OF THE BREACH, AND
IF THE BREACHING PARTY IS DILIGENTLY PURSUING A CURE, THEN TERMINATION SHALL
BECOME EFFECTIVE WITHIN [**] ([**]) DAYS OF THE RECEIPT OF WRITTEN NOTICE OF THE
BREACH.
NOTWITHSTANDING THE FOREGOING, IF SUCH BREACH, BY ITS NATURE, IS
INCURABLE, THIS AGREEMENT MAY BE TERMINATED IMMEDIATELY.
THE PARTIES SHALL USE
REASONABLE EFFORTS TO WORK TOGETHER TO CURE ANY BREACH.
9.3
BANKRUPTCY.
EACH PARTY MAY TERMINATE THIS
AGREEMENT IF THE OTHER PARTY (I) MAKES AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS; (II) APPLIES FOR, SEEKS, CONSENTS TO, ACQUIESCE IN, OR HAVE APPOINTED
FOR IT A RECEIVER, CUSTODIAN, TRUSTEE, EXAMINER, LIQUIDATOR OR SIMILAR OFFICIAL
FOR IT OR SUBSTANTIALLY ALL OF ITS PROPERTY; (III) INSTITUTES ANY PROCEEDING
SEEKING AN ORDER FOR RELIEF UNDER THE BANKRUPTCY CODE OR ANY OTHER PROCEEDING
SEEKING TO ADJUDICATE IT A BANKRUPT OR INSOLVENT, OR SEEKING DISSOLUTION,
WINDING UP, LIQUIDATION, OR COMPOSITION OF IT OR ITS DEBTS UNDER ANY LAW
RELATING TO BANKRUPTCY, INSOLVENCY, OR REORGANIZATION OF ALL OR SUBSTANTIALLY
ALL OF ITS ASSETS; OR (IV) HAS INSTITUTED AGAINST IT AN INVOLUNTARY PROCEEDING
UNDER THE BANKRUPTCY CODE OR ANY BANKRUPTCY, REORGANIZATION OF ALL OR
SUBSTANTIALLY ALL OF ITS ASSETS, ARRANGEMENT, INSOLVENCY OR SIMILAR PROCEEDINGS
UNDER THE LAWS OF ANY JURISDICTION, IF NOT DISMISSED OR STAYED WITHIN [**]
([**]) DAYS AFTER SUCH COMMENCEMENT.
9.4
EFFECT OF TERMINATION.
9.4.1
EFFECT OF TERMINATION BY GENAISSANCE.
IF THIS
AGREEMENT IS TERMINATED BY GENAISSANCE UNDER SECTION 9.2 OR SECTION 9.3, THEN,
TO THE EXTENT PERMITTED UNDER THE BANKRUPTCY CODE OR UNDER OTHER APPLICABLE LAW,
(A) THE LICENSE GRANTS TO BAYER UNDER SECTIONS 3.1.2, 3.2.1, 3.3.3, 3.3.4 AND
3.4.1 AND THE OTHER RIGHTS GRANTED TO BAYER UNDER SECTION 3.8.1 SHALL TERMINATE
AND ALL RIGHTS UNDER SUBLICENSES GRANTED BY BAYER WITH RESPECT TO GENAISSANCE IP
RIGHTS