SECTION 15.1
INSURANCE.
(A)
DURING THE TERM AND FOR A PERIOD OF TWO (2) YEARS AFTER ANY
EXPIRATION OR TERMINATION OF THIS AGREEMENT, EACH PARTY SHALL MAINTAIN (I) A
COMMERCIAL GENERAL LIABILITY INSURANCE POLICY OR POLICIES WITH MINIMUM LIMITS OF
$*** PER OCCURRENCE AND $*** IN THE
44
AGGREGATE ON AN ANNUAL BASIS AND (II) A PRODUCT LIABILITY INSURANCE POLICY OR
POLICIES WITH MINIMUM LIMITS OF $*** PER OCCURRENCE AND $*** IN THE AGGREGATE ON
AN ANNUAL BASIS; PROVIDED THAT THE MINIMUM PRODUCT LIABILITY POLICY LIMITS SET
FORTH ABOVE SHALL BE INCREASED TO AT LEAST $*** PER OCCURRENCE AND $*** IN THE
AGGREGATE ON AN ANNUAL BASIS NO LATER THAN DECEMBER 31, 2006.
FURTHERMORE,
DEPOMED WILL UNDERTAKE TO DIRECT ITS INSURANCE BROKER
TO CONDUCT AN ANALYSIS TO
DETERMINE THE APPROPRIATE LEVEL OF PRODUCT LIABILITY INSURANCE WITH RESPECT TO
THE PRODUCT TO BE MAINTAINED BY DEPOMED, WHICH ANALYSIS WILL BE CONDUCTED PRIOR
TO DEPOMED'S NEXT INSURANCE RENEWAL, CURRENTLY SCHEDULED TO OCCUR IN OCTOBER
2006.
SUCH ANALYSIS WILL INCLUDE, AMONG OTHER CONSIDERATIONS, PRODUCT RISK
CHARACTERISTICS, PRODUCT LITIGATION HISTORY, COMPARABLE COMPANY COVERAGE AND
INSURANCE AVAILABILITY.
DEPOMED WILL SHARE SUCH ANALYSIS WITH KING
(B)
UPON REQUEST, EACH PARTY SHALL PROVIDE CERTIFICATES OF INSURANCE
TO THE OTHER EVIDENCING THE COVERAGE SPECIFIED HEREIN.
NEITHER PARTY'S
LIABILITY TO THE OTHER IS IN ANY WAY LIMITED TO THE EXTENT OF ITS INSURANCE
COVERAGE.
ARTICLE XVI
MISCELLANEOUS
SECTION 16.1
HEADINGS.
THE TITLES, HEADINGS OR CAPTIONS AND
PARAGRAPHS IN THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND DO NOT DEFINE, LIMIT,
EXTEND, EXPLAIN OR DESCRIBE THE SCOPE OR EXTENT OF THIS AGREEMENT OR ANY OF ITS
TERMS OR CONDITIONS AND THEREFORE SHALL NOT BE CONSIDERED IN THE INTERPRETATION,
CONSTRUCTION OR APPLICATION OF THIS AGREEMENT.
SECTION 16.2
SEVERABILITY.
IN THE EVENT THAT ANY OF THE PROVISIONS OR
A PORTION OF ANY PROVISION OF THIS AGREEMENT IS HELD TO BE INVALID, ILLEGAL, OR
UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION OR A GOVERNMENTAL AUTHORITY,
SUCH PROVISION OR PORTION OF PROVISION WILL BE CONSTRUED AND ENFORCED AS IF IT
HAD BEEN NARROWLY DRAWN SO AS NOT TO BE INVALID, ILLEGAL, OR UNENFORCEABLE, AND
THE VALIDITY, LEGALITY, AND ENFORCEABILITY OF THE ENFORCEABLE PORTION OF ANY
SUCH PROVISION AND THE REMAINING PROVISIONS WILL NOT BE ADVERSELY AFFECTED
THEREBY.
SECTION 16.3
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH THE
SCHEDULES AND EXHIBITS HERETO AND THE CONFIDENTIALITY AGREEMENT, ALL OF WHICH
ARE INCORPORATED BY REFERENCE, CONTAINS ALL OF THE TERMS AGREED TO BY THE
PARTIES REGARDING THE SUBJECT MATTER HEREOF AND SUPERSEDES ANY PRIOR AGREEMENTS,
UNDERSTANDINGS, OR ARRANGEMENTS BETWEEN THEM, WHETHER ORAL OR IN WRITING.
SECTION 16.4
AMENDMENTS.
THIS AGREEMENT MAY NOT BE AMENDED, MODIFIED,
ALTERED, OR SUPPLEMENTED EXCEPT BY MEANS OF A WRITTEN AGREEMENT OR OTHER
INSTRUMENT EXECUTED BY BOTH OF THE PARTIES HERETO.
NO COURSE OF CONDUCT OR
DEALING BETWEEN THE PARTIES WILL ACT AS A MODIFICATION OR WAIVER OF ANY
PROVISIONS OF THIS AGREEMENT.
SECTION 16.5
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ANY
NUMBER OF COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL