ACADIA. With respect to any Returned Products to which ACADIA is granted a license pursuant to Sections 6.1(b)(ii) and 6.2(a)(i), ACADIA shall use commercially reasonable efforts to pursue diligently development and commercialization of all such Returned Products in at least one (1) Major Market and in such other countries and jurisdictions as ACADIA deems commercially reasonable, and to maximize sales of such Returned Products. If ACADIA fails to fulfill the foregoing diligence obligations with respect to at least one (1) Returned Product, or either (a) ACADIA in good faith notifies Sepracor in writing that it intends to abandon research and development of such Returned Product or (b) the minutes of any board or committee meeting of ACADIA reflect ACADIA’s abandonment of research and development of such Returned Product, then the license granted to ACADIA under Section 6.1(b)(ii) with respect to such Returned Product shall terminate.
ACADIA. ACADIA, at its own expense, shall maintain liability insurance (or self-insure) in an amount consistent with industry standards during the Term of the Agreement. ACADIA shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to Sepracor upon request.
ACADIA. ACADIA, at its own expense, shall maintain product liability insurance (or self-insure) in an amount consistent with industry standards at all times from the commencement of clinical trials with Products by ACADIA, its Affiliates or its Licensees and through the earlier of (i) the end of the Term and (ii) the date that no Products are being commercialized outside the Territory. ACADIA shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to MSK upon request. 38. *** Confidential Treatment Requested ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2
ACADIA. Acadia is executing this Agreement solely for the express purpose of backstopping the representations and warranties contained in Article 6. From and after the Closing Date, Acadia guarantees to Purchaser the due and punctual payment and performance of Sellers’ obligations under Article 6, to the extent Purchaser is entitled to recovery thereunder from Sellers; if before the Closing, such obligations being limited to those described in and subject to Section 10.5 herein, or, if after the Closing, such obligations being limited to those described in and subject to Section 10.4 herein. The guaranty hereunder is of payment and performance and not of collection and Purchaser may proceed directly against Acadia as the primary obligor, and not as surety, without first proceeding against Sellers. Notwithstanding the foregoing or anything to the contrary contained herein, with respect to any such claim against Acadia in accordance with this Section 6.5, Purchaser’s recourse against “Acadia” shall be solely limited to: (i) with respect to those Properties numbered on Exhibit C hereto from 1)-11) or their respective Sellers (collectively, the “Fund III Properties and Fund III Sellers”), to Acadia Strategic Opportunity Fund III LLC, which owns a substantial interest in the Fund III Properties and Fund III Sellers and (ii) with respect to those Properties numbered on Exhibit C hereto from 12)-14) or their respective Sellers (collectively, the “Fund II Properties and Fund II Sellers”), to Acadia Strategic Opportunity Fund II, LLC, which owns a substantial interest in the Fund II Properties and Fund II Sellers.
