one Party to the other Party in connection with this
Agreement (including the Specifications, Documentations and Forecasts) is
subject to the confidentiality and non-use obligations under Article 10 of the
License Agreement, which are hereby incorporated into this Agreement by
reference.
10.
TERM AND TERMINATION
10.1
TERM.
THIS AGREEMENT SHALL BE IN EFFECT FROM THE
EFFECTIVE DATE AND SHALL CONTINUE IN EFFECT UNTIL TERMINATED PURSUANT TO
SECTION 10.2 (THE "TERM").
10.2
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED IN
ACCORDANCE WITH THE FOLLOWING SECTIONS:
(A)
BREACH.
IF EITHER PARTY (THE
"NON-BREACHING PARTY") BELIEVES THAT THE OTHER PARTY (THE "BREACHING PARTY") IS
IN MATERIAL BREACH OF THIS AGREEMENT (INCLUDING ANY BREACH OF A PAYMENT
OBLIGATION), THEN THE NON-BREACHING PARTY MAY DELIVER NOTICE OF SUCH BREACH TO
THE BREACHING PARTY.
IF THE BREACHING PARTY FAILS TO CURE SUCH BREACH WITHIN
THE SIXTY (60) DAY PERIOD (THIRTY (30) DAYS IN THE EVENT OF A PAYMENT BREACH)
AFTER THE BREACHING PARTY'S RECEIPT OF SUCH NOTICE, THE NON-BREACHING PARTY MAY
TERMINATE THIS AGREEMENT IN ITS ENTIRETY UPON WRITTEN NOTICE TO THE BREACHING
PARTY.
18
(B)
INSOLVENCY.
TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW, EITHER PARTY MAY TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY
UPON WRITTEN NOTICE (I) IF PROCEEDINGS IN VOLUNTARY OR INVOLUNTARY BANKRUPTCY
SHALL BE INITIATED BY, ON BEHALF OF OR AGAINST THE OTHER PARTY (AND, IN THE CASE
OF ANY SUCH INVOLUNTARY PROCEEDING, NOT DISMISSED WITHIN ONE HUNDRED TWENTY
(120) DAYS), OR (II) IF THE OTHER PARTY IS ADJUDICATED BANKRUPT, FILES A
PETITION UNDER INSOLVENCY LAWS, IS DISSOLVED OR HAS A RECEIVER APPOINTED FOR
SUBSTANTIALLY ALL OF ITS PROPERTY.
(C)
TERMINATION OF LICENSE AGREEMENT.
THIS
AGREEMENT SHALL AUTOMATICALLY TERMINATE UPON THE EXPIRATION OR TERMINATION OF
THE LICENSE AGREEMENT.
10.3
RIGHTS UPON TERMINATION.
(A)
IN THE EVENT THIS AGREEMENT IS TERMINATED
PURSUANT TO SECTION 10.2, (I) ANY AND ALL OUTSTANDING UNDISPUTED PAYMENTS DUE
FROM LICENSEE FOR PRODUCT UNDER PURCHASE ORDERS ALREADY DELIVERED BY ACORDA IN
ACCORDANCE WITH THIS AGREEMENT SHALL BECOME IMMEDIATELY DUE AND PAYABLE AND
(II) IN ACCORDANCE WITH SECTION 6.2, LICENSEE SHALL BE RESPONSIBLE FOR PAYING
THE TRANSFER PRICE INVOICED TO ACORDA BY ITS THIRD PARTY MANUFACTURERS FOR ANY
PRODUCT ORDERED UNDER ANY PURCHASE ORDER DELIVERED TO ACORDA AS OF THE DATE OF
SUCH TERMINATION.
(B)
IN THE EVENT THIS AGREEMENT IS TERMINATED BY
LICENSEE PURSUANT TO SECTION 10.2(A), UPON LICENSEE'S REQUEST, ACORDA WILL AGREE
TO WAIVE THE EXCLUSIVITY REQUIREMENT PURSUANT TO SECTION 2.2 OF THE ELAN SUPPLY
AGREEMENT SOLELY IN ORDER TO PERMIT LICENSEE TO NEGOTIATE TERMS WITH ELAN FOR
THE SUPPLY OF PRODUCT TO LICENSEE IN THE TERRITORY; PROVIDED, THAT NOTHING IN
THIS SECTION 10.3 SHALL IMPOSE ANY OBLIGATION ON ELAN TO ENTER INTO NEGOTIATIONS
WITH LICENSEE TO SUPPLY LICENSEE PRODUCT.
10.4
EFFECT OF TERMINATION.
TERMINATION OF THIS
AGREEMENT FOR ANY REASON IS WITHOUT PREJUDICE TO THE PARTIES' ACCRUED RIGHTS AND
SHALL NOT BE CONSTRUED TO RELEASE EITHER PARTY OF ANY OBLIGATION MATURED PRIOR
TO THE EFFECTIVE DATE OF SUCH TERMINATION.
10.5
SURVIVAL.
THE FOLLOWING PROVISIONS SHALL SURVIVE
THE EXPIRATION OR TERMINATION