NEGLIGENCE,
BREACH OF CONTRACT OR MISCONDUCT OF SCHERING, ALL SUCH COSTS AND EXPENSES SHALL
BE BORNE AND PAID SOLELY BY SCHERING.
SECTION 14.03
NOTIFICATION OF THREATENED ACTION.
THROUGHOUT THE DURATION OF THIS AGREEMENT, EACH PARTY SHALL IMMEDIATELY NOTIFY
THE OTHER PARTY OF ANY INFORMATION IT RECEIVES REGARDING ANY THREATENED OR
PENDING ACTION, INSPECTION OR COMMUNICATION BY OR FROM A CONCERNED GOVERNMENTAL
AUTHORITY WHICH MAY AFFECT THE SAFETY OR EFFICACY CLAIMS OF THE PRODUCT OR THE
CONTINUED MARKETING OF THE PRODUCT.
UPON RECEIPT OF SUCH INFORMATION, THE
PARTIES SHALL CONSULT WITH EACH OTHER IN AN EFFORT TO ARRIVE AT A MUTUALLY
ACCEPTABLE PROCEDURE FOR TAKING APPROPRIATE ACTION.
ARTICLE XV
INSURANCE
SECTION 15.01
INSURANCE.
EACH PARTY SHALL, AT ITS SOLE
COST AND EXPENSE, OBTAIN AND KEEP IN FORCE COMPREHENSIVE GENERAL LIABILITY
INSURANCE, INCLUDING ANY APPLICABLE SELF-INSURANCE COVERAGE, PRODUCT LIABILITY,
CLINICAL TRIAL LIABILITY, AND PROPERTY AND CASUALTY INSURANCE PROVIDING
COMMERCIALLY REASONABLE COVERAGE (AT LEAST US $10,000,000 COVERAGE) FOR ITS
ACTIVITIES UNDER THIS AGREEMENT AND ITS EQUIPMENT, PREMISES AND BUSINESSES TO BE
MAINTAINED DURING THE TERM AND FOR A PERIOD OF AT LEAST FIVE (5) YEARS
THEREAFTER.
THE INSURANCE POLICIES OF THE PARTIES IN THE UNITED STATES SHALL BE
WITH FINANCIALLY STRONG INSURANCE CARRIERS (OR, IN THE CASE OF SCHERING,
SELF-INSURANCE OR INSURANCE THROUGH A CAPTIVE INSURANCE COMPANY) AND WILL BE
PRIMARY TO ANY OTHER INSURANCE OWNED, SECURED OR IN PLACE.
UPON EXECUTION OF
THIS AGREEMENT, EACH PARTY SHALL FURNISH THE OTHER WITH A CERTIFICATE OF
INSURANCE SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SUCH PARTY'S INSURANCE
UNDERWRITER EVIDENCING THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT.
37
ARTICLE XVI
TERM AND TERMINATION
SECTION 16.01
TERM.
(A)
EXCEPT FOR THE OBLIGATIONS UNDER SECTIONS
3.01(A) AND SECTION 16.1(B), WHICH SHALL BE COME EFFECTIVE UPON EXECUTION OF
THIS AGREEMENT BY BOTH PARTIES, THIS AGREEMENT SHALL COMMENCE AS OF, AND THE
EFFECTIVENESS OF THE RESPECTIVE OBLIGATIONS OF EACH PARTY HEREUNDER (INCLUDING
UNDER ARTICLE III) IS SUBJECT TO THE SATISFACTION OR WAIVER OF THE CONDITION
THAT THE WAITING PERIOD (AND ANY EXTENSION THEREOF) APPLICABLE TO THE THIS
AGREEMENT UNDER THE HSR ACT SHALL HAVE BEEN TERMINATED OR SHALL HAVE EXPIRED.
(B)
EACH PARTY HEREUNDER SHALL USE ITS BEST
EFFORTS PROMPTLY AS PRACTICABLE TO PREPARE AND MAKE THE APPLICABLE FILINGS UNDER
THE HSR ACT AND TO THEREAFTER RESPOND AS PROMPTLY AS PRACTICABLE TO ANY REQUEST
FOR ADDITIONAL INFORMATION OR DOCUMENTARY MATERIAL THAT MAY BE MADE UNDER THE
HSR ACT.
(C)
AFTER BECOMING EFFECTIVE AS PROVIDED ABOVE,
UNLESS TERMINATED AS PROVIDED HEREIN, THIS AGREEMENT SHALL CONTINUE IN EFFECT
UNTIL SUCH TIME AS: (I) NO ROYALTIES ARE PAYABLE UNDER SECTION 3.02 HEREUNDER TO
SONUS; AND (II) SONUS AND SCHERING ARE NO LONGER CO-PROMOTING THE PRODUCT IN THE
US, PROVIDED THAT THE LICENSE GRANTED PURSUANT TO SECTION 3.02(E) SHALL SURVIVE
SUCH TERMINATION.
SECTION 16.02
TERMINATION.
(A)
TERMINATION AT WILL.
NOTWITHSTANDING ANY
OTHER TERM OR PROVISION OF THIS HEREOF EXPRESSLY OR IMPLIEDLY TO THE CONTRARY,
SCHERING MAY TERMINATE THIS AGREEMENT IN ITS ENTIRETY (OR, IN THE CASE OF
SECTION 16.02(A)(III) AND SECTION 16.02(A)(IV) BELOW,