Termination or Suspension Following the Closing Date. Following the Closing Date, this Manufacturing Agreement may not be suspended or terminated by either Party, except as follows:
Termination or Suspension Following the Closing Date. Following the Closing Date, this Agreement may not be suspended or terminated by either Party, except that (i) Lilly may suspend the licenses granted pursuant to Sections 3.2, 3.3, 3.4 and 3.5 utilizing the procedures set forth in Section 9.1(b) as a result of any breach by Xxxxx in the payment of the Lilly Third Person Royalty Payment owed with respect to Net Sales of Product, a payment of an Anniversary Payment, or any other payment obligation under this Agreement or the Manufacturing Agreement until and unless Xxxxx pays Xxxxx any Xxxxx Third Person Royalty Payment, Anniversary Payment or such other payment under this Agreement or the Manufacturing Agreement so owed, plus accrued interest as provided in Section 2.7, at which time such licenses will be automatically reinstated; provided, however, that in the event that such breach relates to a Xxxxx New Product, this clause (i) shall apply only to such Xxxxx New Product but not to the Product or any other Xxxxx New Products, (ii) Lilly may suspend the license granted pursuant to Sections 3.3 utilizing the procedures set forth in Section 9.1(b) as a result of any material breach or material default by Xxxxx of Section 6.13, above, only with respect to all Xxxxx New Products, and (iii) Xxxxx may suspend the license granted pursuant to Sections 3.7(b) utilizing the procedures set forth in Section 9.1(b) as a result of any breach by Lilly in the payment of Lilly Royalty Payments owed with respect to a Xxxxx New Product only to the extent such license relates to the affected Xxxxx New Product in the Applicable Market (but will have no such effect with respect to such Xxxxx New Product in other Applicable Markets or any other Xxxxx New Products) until and unless Lilly pays Xxxxx any Xxxxx Royalty Payment so owed, plus owed interest as provided in Section 2.7, at which time such license will be automatically reinstated. Except as otherwise set forth in this Section 9.2, the Parties agree that a breach of this Agreement will not entitle the non-breaching Party to terminate this Agreement or suspend any licenses granted hereunder.
Termination or Suspension Following the Closing Date. Following the Closing Date and payment of the Purchase Price, this Agreement may not be suspended or terminated by either Party, except that Lilly may, upon thirty (30) days prior notice to ViroPharma, suspend the licenses granted pursuant to Sections 4.1 and 4.2, effective upon the thirtieth (30th) day following such notice if payment has not been made by ViroPharma as a result of any breach by ViroPharma in the payment of any payment obligations under the Manufacturing Agreement or under Sections 2.1(a) and 2,2 of this Agreement, until and unless ViroPharma pays Lilly such payment, the amount so owed, plus accrued interest as provided in Section 2.4, at which time such licenses will be automatically reinstated. Except as otherwise set forth in this Section 10.2, termination, suspension or other revocation of rights granted hereunder shall not be an available remedy for breach of this Agreement after the Closing. The Parties agree that the sole and exclusive remedies following the Closing Date with respect to the rights granted in this Agreement will be the rights set forth in this Section 10.2 and to seek injunctive relief to require compliance by the breaching Party and to seek damages (subject to Section 12.6) with respect to such breach. Notwithstanding any provisions to the contrary, in the event of a bona fide dispute over royalty payments, ViroPharma shall have the right to deposit any disputed amounts with a court of competent jurisdiction without giving rise to Lilly’s rights of suspension under this Section 10.2.
