that the exploitation of the DDL
Intellectual Property or any Licensed Product or Fed Mode Product will not
infringe any patents or other intellectual property rights of a third party.
IN NO EVENT SHALL DDL, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC
DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER DDL SHALL
BE ADVISED, SHALL HAVE
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OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.
9.
GENERAL COMPLIANCE WITH LAWS.
DepoMed shall use reasonable commercial efforts to comply with all commercially
material local, state, federal, and international laws and regulations relating
to the development, manufacture, use, and sale of the Licensed Product and the
Fed Mode Product.
10.
TERMINATION.
10.1
VOLUNTARY TERMINATION BY DEPOMED.
DEPOMED SHALL
HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, FOR ANY REASON, (I) UPON AT LEAST
THREE MONTHS PRIOR WRITTEN NOTICE TO DDL, SUCH NOTICE TO STATE THE DATE AT LEAST
THREE MONTHS IN THE FUTURE UPON WHICH TERMINATION IS TO BE EFFECTIVE, AND (II)
UPON PAYMENT OF ALL AMOUNTS DUE TO DDL THROUGH SUCH TERMINATION EFFECTIVE DATE.
10.2
TERMINATION FOR DEFAULT.
(A)
NONPAYMENT.
IN THE EVENT DEPOMED FAILS TO
PAY ANY AMOUNTS DUE AND PAYABLE TO DDL HEREUNDER AND NOT IN DISPUTE, AND FAILS
TO MAKE SUCH PAYMENTS WITHIN SIXTY DAYS AFTER RECEIVING WRITTEN NOTICE OF SUCH
FAILURE, DDL MAY TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE TO
DEPOMED.
(B)
MATERIAL BREACH.
IN THE EVENT DEPOMED
COMMITS A MATERIAL BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND FAILS TO
CURE THAT BREACH WITHIN SIXTY DAYS AFTER RECEIVING WRITTEN NOTICE THEREOF, DDL
MAY TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN NOTICE TO DEPOMED.
10.3
EFFECT OF TERMINATION.
(A)
SURVIVAL.
THE FOLLOWING PROVISIONS SHALL
SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT:
ARTICLES 1, 7, AND 11,
AND SECTION 4.2 (OBLIGATION TO PROVIDE FINAL REPORT AND PAYMENT).
(B)
INVENTORY.
UPON THE EARLY TERMINATION OF
THIS AGREEMENT, DEPOMED AND ITS AFFILIATES AND SUBLICENSEES MAY COMPLETE AND
SELL ANY WORK-IN-PROGRESS AND INVENTORY OF LICENSED PRODUCT AND FED MODE PRODUCT
THAT EXIST AS OF THE EFFECTIVE DATE OF TERMINATION, PROVIDED THAT (I) DEPOMED
PAYS DDL THE APPLICABLE RUNNING ROYALTY OR OTHER AMOUNTS DUE ON SUCH SALES OF
LICENSED PRODUCT OR FED MODE PRODUCT IN ACCORDANCE WITH THE TERMS AND CONDITIONS
OF THIS AGREEMENT, AND (II) DEPOMED AND ITS AFFILIATES AND SUBLICENSEES SHALL
COMPLETE AND SELL ALL WORK-IN-PROGRESS AND INVENTORY OF LICENSED PRODUCTS AND
FED MODE PRODUCTS WITHIN SIX (6) MONTHS AFTER THE EFFECTIVE DATE OF TERMINATION.
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(C)
PRE-TERMINATION OBLIGATIONS.
IN NO EVENT
SHALL TERMINATION OF THIS AGREEMENT RELEASE DEPOMED, AFFILIATES, OR SUBLICENSEES
FROM THE OBLIGATION TO PAY ANY AMOUNTS THAT BECAME DUE ON OR BEFORE THE
EFFECTIVE DATE OF TERMINATION.
11.
MISCELLANEOUS.
11.1
NOTICE.
ANY NOTICE REQUIRED OR PERMITTED UNDER
THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED GIVEN AS OF THE DATE IT
IS (A) DELIVERED BY HAND, (A) DELIVERED BY COURIER, OR (B)