UPON MUTUAL AGREEMENT OF THE PARTIES;
(B)
BY PONIARD UPON ANY CHANGE OF CONTROL OF
HERAEUS;
(C)
BY PONIARD IF HERAEUS OR ANY OF ITS
PERSONNEL PERFORMING SERVICES RELATED TO THIS AGREEMENT BECOMES DEBARRED;
(D)
BY EITHER PARTY IF THE OTHER PARTY MAKES A
GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR IF A PETITION IN BANKRUPTCY
OR UNDER ANY INSOLVENCY LAW IS FILED BY OR AGAINST THE OTHER PARTY AND SUCH
PETITION IS NOT DISMISSED WITHIN SIXTY (60) DAYS AFTER IT HAS BEEN FILED; OR
(E)
BY EITHER PARTY UPON THE BREACH OF ANY
MATERIAL PROVISION OF THIS AGREEMENT BY THE OTHER PARTY IF THE BREACH IS NOT
CURED WITHIN THIRTY (30) CALENDAR DAYS AFTER WRITTEN NOTICE THEREOF TO THE PARTY
IN DEFAULT;
(F)
BY HERAEUS IF PONIARD OR ANY OF ITS
PERSONNEL DEALING WITH PICOPLATIN API RELATED TO THIS AGREEMENT BECOMES
DEBARRED.
13.3
TRANSFER OF TECHNOLOGY
On expiration or termination of this Agreement through any means and for any
reason, the license granted to Heraeus shall terminate and Heraeus shall
cooperate with PONIARD by providing to PONIARD, copies or drafts of, to the
extent they exist:
18
(A)
HERAEUS'S CM&C DOCUMENTATION IN SUPPORT OF
PONIARD'S FILING OF ITS NDA FOR PICOPLATIN;
(B)
DEVELOPMENT, MANUFACTURING AND VALIDATION
REPORTS RELATING TO THE PICOPLATIN API;
(C)
HERAEUS'S MASTER BATCH RECORDS FOR THE
PICOPLATIN API;
(D)
PERTINENT ANALYTICAL REPORTS AND
MANUFACTURING INSTRUCTIONS RELATING TO THE PICOPLATIN API; AND
(E)
ALL TECHNOLOGY, KNOW HOW, OR OTHER
INTELLECTUAL PROPERTY RELATING TO THE PROCESS IMPROVEMENTS, ALL IN A FORM AND
WITH CONTENT REASONABLY SATISFACTORY TO PONIARD AS REQUIRED TO ENABLE PONIARD'S
REASONABLY COMPETENT STAFF TO TRANSFER THE PROCESS OF MANUFACTURING THE
PICOPLATIN API (TO THE EXTENT SUCH PROCESS EXISTS AT THE TIME OF TERMINATION) TO
A THIRD PARTY OR AN AFFILIATE OF PONIARD.
HERAEUS SHALL ALSO CONDUCT A
TECHNICAL REVIEW MEETING WITH PONIARD TO ADDRESS ISSUES RAISED BY PONIARD
REGARDING THE INFORMATION SO PROVIDED.
PONIARD SHALL HAVE A FULLY-PAID,
ROYALTY-FREE, WORLDWIDE LICENSE, WITH RIGHT TO SUBLICENSE, UNDER SUCH
TECHNOLOGY, KNOW HOW OR OTHER INTELLECTUAL PROPERTY (TO THE EXTENT NOT ASSIGNED
TO PONIARD PURSUANT TO ARTICLE 7) TO USE, MANUFACTURE, HAVE MANUFACTURED, SELL
AND IMPORT PICOPLATIN.
(F)
PONIARD SHALL REIMBURSE HERAEUS AT A RATE OF EU *** PER HOUR FOR
PERSONNEL COSTS TO ASSIST IN THE TRANSFER OF THE INFORMATION PROVIDED IN
SECTIONS (A) - (E).
13.4
RETURN OF STARTING MATERIALS
On expiration or termination of this Agreement, Heraeus shall, within thirty
(30) calendar days, return to PONIARD all supplies of Picoplatin API, process
intermediates, and analytical reference materials in its possession or control
in any form.
The cost of returning any such supplies shall be at PONIARD's cost
and expense.
13.5
RETURN OF CONFIDENTIAL INFORMATION
On expiration or termination of this Agreement unless otherwise agreed between
the parties, each party shall:
(A)
PROMPTLY CEASE ALL USE OF THE CONFIDENTIAL
INFORMATION OF THE OTHER PARTY AND ENSURE THAT ITS EMPLOYEES CEASE ALL USE
THEREOF, EXCEPT TO THE EXTENT A LICENSE THERETO SURVIVES EXPIRATION OR
TERMINATION