VuCo GmbH & Co may at any time terminate this License Agreement in its entirety or for single Protected Rights with a termination period of six months.
VuCo GmbH & Co is entitled to grant sub-licenses but restricted to the field of human vaccines.
VuCo GmbH & Co is free to assign any or all of its rights and obligations hereunder (i) in connection with a corporate restructuring, (ii) to Chiron Corporation or companies affiliated with Chiron Corporation or (iii) to an acquiror of the know-how and/or Protected Rights.
VuCo GmbH & Co undertakes to comply with the Behringwerke-guidelines, as applicable at any given time, to the use of its premises, in particular those regarding fire prevention, security or traffic in non-public areas. Such obligation is applicable also to VuCo GmbH & Co. personnel and to third parties doing business with VuCo GmbH & Co.; and VuCo GmbH & Co. shall inform such third parties of said obligations and guidelines.
VuCo GmbH & Co agrees to purchase, maintain and keep in force during the term of this Agreement, a comprehensive general liability insurance policy and such further insurance or insurances which are necessary in respect of the Business. Such policies shall (i) name Behringwerke as an additional insured, and (ii) provide that said insurances shall not be cancelled unless thirty (30) days' prior written notice shall have been given to Behringwerke. For purposes of any general liability claims made in respect of the Premises, VuCo GmbH & Co.'s comprehensive general liability policy will be primary, and Behringwerke's will be secondary.
VuCo GmbH & Co and Behringwerke each agree that to the extent reasonably possible the respective insurance carried by it against loss or damage by fire or other casualty shall contain a clause whereby the insurer waives its rights of recourse against the other party. Pursuant to the foregoing, Behringwerke and VuCo GmbH & Co. hereby waive all claims for recovery from the other party for any loss or damage to any of its property insured under valid and collectible insurance policies to the extent of any recovery collectible under such insurance. The foregoing waiver shall be in force only if such VuCo GmbH & Co.'s and Behringwerke's insurance policies contain a clause providing that such waiver shall not invalidate the insurance.
VuCo GmbH & Co shall only use the Premises or any part thereof in accordance with the terms of this Agreement and like a diligent businessman in the pharmaceutical business and shall comply with all legal requirements and authorizations and security guidelines of Behringwerke.
VuCo GmbH & Co shall not do anything that would unreasonably impair or interfere with or tend to impair or interfere with any activities of Behringwerke or any other party on the Marburg sites. VuCo GmbH & Co. shall install at VuCo GmbH & Co.'s expense all equipment, safety device, pollution control systems or other installations required at any time with regard to the Business. The foregoing shall apply MUTATIS MUTANDIS to Berhingwerke. Further Behringwerke shall use its best efforts that no unreasonable impairment of or interference with the Business is caused by other tenants of the Behringwerke site in Marburg.
VuCo GmbH & Co is only entitled to assign or transfer all or any of its rights, benefits and obligations under this Agreement to affiliates (as defined in sec. 15 et seq. Stock Corporation Act - AKTIENGESETZ) of Chiron Corporation. Any other assignment or sublet needs the prior written consent of Behringwerke which consent shall not be unreasonably withheld. Behringwerke is only entitled to assign all or any of its rights, benefits and obligations under this Agreement to affiliates (as defined in Sec. 15 et.seq. Stock Corporation Act - AKTIENGESETZ) of Hoechst AG. Any other assignment by Behringwerke needs the prior written consent of VuCo GmbH & Co. which consent shall not be unreasonably withheld.
VuCo GmbH & Co defaults in the performance of any other requirement, obligation or covenant of this Agreement and any such failure continues for 30 (thirty) days after notice thereof from Behringwerke (excepting, however, any default which is not reasonably susceptible of cure within said period of 30 (thirty) days and which VuCo GmbH & Co. shall in good faith and with due diligence be proceeding to cure); or
