TO COMPLY WITH ANY OF ITS
MATERIAL OBLIGATIONS CONTAINED HEREIN WILL ENTITLE THE PARTY NOT IN DEFAULT TO
GIVE TO THE DEFAULTING PARTY NOTICE SPECIFYING THE NATURE OF THE MATERIAL
BREACH, REQUIRING THE DEFAULTING PARTY TO MAKE GOOD OR OTHERWISE CURE SUCH
DEFAULT, AND STATING ITS INTENTION TO INVOKE THE PROVISIONS OF SECTION 14.4 IF
SUCH DEFAULT IS NOT CURED.
IF SUCH DEFAULT IS NOT CURED WITHIN 90 DAYS AFTER
THE RECEIPT OF SUCH NOTICE (OR, IF SUCH DEFAULT CANNOT BE CURED WITHIN SUCH
90-DAY PERIOD, IF THE PARTY IN DEFAULT DOES NOT COMMENCE ACTIONS TO CURE SUCH
DEFAULT WITHIN SUCH PERIOD AND THEREAFTER DILIGENTLY CONTINUE SUCH ACTIONS), THE
PARTY NOT IN DEFAULT WILL BE ENTITLED, WITHOUT PREJUDICE TO ANY OF ITS OTHER
RIGHTS CONFERRED ON IT BY THIS AGREEMENT, TO INVOKE THE PROVISIONS OF SECTION
14.4; PROVIDED, HOWEVER, THAT IN THE EVENT OF A GOOD FAITH DISPUTE WITH RESPECT
TO THE EXISTENCE OF A MATERIAL BREACH, THE 90-DAY CURE PERIOD WILL BE STAYED
UNTIL SUCH TIME AS THE DISPUTE IS RESOLVED PURSUANT TO SECTION 14.4 HEREOF.
SECTION 10.4
CONSEQUENCES OF EXPIRATION OR TERMINATION.
10.4.1
LICENSES.
UPON EXPIRATION OF THE TERM OR UPON TERMINATION OF THIS
AGREEMENT IN ITS ENTIRETY BY EITHER PARTY PURSUANT TO SECTION 10.3, OR BY ISIS
PURSUANT TO SECTION 10.2 AND UPON PAYMENT OF ALL AMOUNTS OWED PURSUANT TO THIS
AGREEMENT, THE LICENSES GRANTED BY ISIS TO ATLANTIC HEREUNDER WILL TERMINATE.
10.4.2
RETURN OF INFORMATION AND MATERIALS.
UPON EARLY TERMINATION OF THIS
AGREEMENT IN ITS ENTIRETY BY EITHER PARTY PURSUANT TO SECTION 10.3, OR BY ISIS
PURSUANT TO SECTION 10.2, ATLANTIC WILL RETURN ALL DATA, FILES, RECORDS AND
OTHER MATERIALS IN ITS POSSESSION OR CONTROL RELATING TO THE SECOND GENERATION
ICAM-1 PRODUCT SPECIFIC PATENTS OR CONTAINING OR COMPRISING ISIS' CONFIDENTIAL
INFORMATION AND, IN EACH CASE (EXCEPT ONE COPY OF WHICH MAY BE RETAINED FOR
ARCHIVAL PURPOSES).
SECTION 10.5
ACCRUED RIGHTS; SURVIVING OBLIGATIONS.
10.5.1
ACCRUED RIGHTS.
TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY
REASON WILL BE WITHOUT PREJUDICE TO ANY RIGHTS OR FINANCIAL COMPENSATION THAT
WILL HAVE ACCRUED TO THE BENEFIT OF A PARTY PRIOR TO SUCH TERMINATION OR
EXPIRATION.
SUCH TERMINATION OR EXPIRATION WILL NOT RELIEVE A PARTY FROM
OBLIGATIONS THAT ARE EXPRESSLY INDICATED TO SURVIVE THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT.
10.5.2
SURVIVAL.
ARTICLES 7, 8, 9.1, 10, 11, 12, AND 14, AND SECTION 6.8 OF
THIS AGREEMENT WILL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY
REASON.
18
ARTICLE 11
DISCONTINUED DEVELOPMENT BY ATLANTIC
SECTION 11.1
DISCONTINUANCES. IN THE EVENT OF A DISCONTINUANCE, ISIS WILL HAVE
A REVERSION RIGHT AS FURTHER DESCRIBED IN SECTION 11.2.
SECTION 11.2
REVERSION RIGHTS. FOLLOWING THE OCCURRENCE OF A DISCONTINUANCE,
ISIS MAY ELECT TO CONTINUE TO DEVELOP PRODUCT BY NOTICE IN WRITING TO ATLANTIC
(AN "ELECTION NOTICE") THAT ISIS IS EXERCISING ITS RIGHTS UNDER THIS SECTION
11.2, IN WHICH CASE THIS AGREEMENT WILL TERMINATE (SUBJECT TO THE SURVIVAL
PROVISIONS SET FORTH IN SECTION 10.5.2). UPON RECEIPT OF AN ELECTION NOTICE,
ATLANTIC WILL (I) GRANT TO