SHALL ONLY HAVE THE RIGHT TO
TERMINATE THE LICENSE WITH RESPECT TO SUCH DS TARGET AND/OR LICENSED PRODUCT
(BUT LEAVING UNAFFECTED DS'S RIGHTS UNDER THIS AGREEMENT TO ANY OTHER DS TARGET
AND LICENSED PRODUCT DIRECTED AGAINST SUCH OTHER DS TARGET).
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10.2.3
TERMINATION FOR INSOLVENCY.
IN THE EVENT THAT
EITHER PARTY FILES FOR PROTECTION UNDER BANKRUPTCY LAWS, MAKES A GENERAL
ASSIGNMENT FOR THE BENEFIT OF CREDITORS, APPOINTS OR SUFFERS APPOINTMENT OF A
RECEIVER OR TRUSTEE OVER ITS BUSINESS, FILES A PETITION UNDER ANY BANKRUPTCY OR
INSOLVENCY ACT OR HAS ANY SUCH PETITION FILED AGAINST IT WHICH IS NOT DISMISSED
OR STAYED WITHIN * (*) DAYS OF THE FILING THEREOF, THE OTHER PARTY MAY TERMINATE
THIS AGREEMENT EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO SUCH PARTY.
IN
CONNECTION THEREWITH, ALL RIGHTS AND LICENSES GRANTED UNDER THIS AGREEMENT ARE,
AND SHALL BE DEEMED TO BE, FOR PURPOSES OF SECTION 365(N) OF THE UNITED STATES
BANKRUPTCY CODE, LICENSES OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED UNDER
SECTION 101(35A) OF THE UNITED STATES BANKRUPTCY CODE.
10.2.4
TERMINATION FOR CHALLENGE.
EXCEPT TO THE
EXTENT THE FOLLOWING IS UNENFORCEABLE UNDER THE LAW OF A PARTICULAR JURISDICTION
WHERE A PATENT APPLICATION WITHIN THE LICENSED PATENT RIGHTS IS PENDING OR A
PATENT WITHIN THE LICENSED PATENT RIGHTS ISSUED, IN THE EVENT DS, ITS AFFILIATES
AND/OR SUBLICENSEES INITIATES A CHALLENGE OR ASSISTS A THIRD PARTY IN INITIATING
A CHALLENGE, ARQULE SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, EFFECTIVE
IMMEDIATELY UPON WRITTEN NOTICE TO DS.
10.3
CONSEQUENCES OF TERMINATION OF AGREEMENT.
IN THE
EVENT OF THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 10.2, THE
FOLLOWING PROVISIONS SHALL APPLY, AS APPLICABLE TO THIS AGREEMENT AND SHALL BE
INCLUDED IN ANY LICENSE AGREEMENT EXECUTED UPON EXERCISE OF A DS OPTION.
10.3.1
TERMINATION PURSUANT TO SECTION 10.2.1.
IF
THIS AGREEMENT IS TERMINATED BY DS PURSUANT TO SECTION 10.2.1:
(A)
ALL LICENSES GRANTED TO DS UNDER ARTICLE 7
TO ANY LICENSED PRODUCTS AS OF THE EFFECTIVE DATE OF TERMINATION, IF ANY, SHALL
IMMEDIATELY TERMINATE AND ALL SUCH LICENSED PRODUCTS AND THE COLLABORATION
COMPOUNDS THEREIN SHALL BE DEEMED TO BE TERMINATED COMPOUNDS, AND ARQULE SHALL
HAVE NO FURTHER OBLIGATIONS UNDER SECTION 7.7.1.
(B)
EACH PARTY SHALL PROMPTLY RETURN ALL
CONFIDENTIAL INFORMATION AND PROPRIETARY MATERIALS OF THE OTHER PARTY THAT ARE
NOT SUBJECT TO A CONTINUING LICENSE HEREUNDER; PROVIDED, THAT, EACH PARTY MAY
RETAIN ONE COPY OF THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY
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IN ITS ARCHIVES SOLELY FOR THE PURPOSE OF ESTABLISHING THE CONTENTS THEREOF AND
ENSURING COMPLIANCE WITH ITS OBLIGATIONS HEREUNDER.
(C)
UPON REQUEST OF ARQULE, DS WILL TRANSFER TO
ARQULE ALL OF ITS RIGHT, TITLE AND INTEREST IN TERMINATED COMPOUNDS TO ARQULE.
WITHOUT LIMITING THE FOREGOING, DS SHALL:
(I)
ASSIGN , FREE OF CHARGE, TO ARQULE THE
OWNERSHIP OF ALL LICENSED PRODUCT TRADEMARKS APPLICABLE TO THE TERMINATED
COMPOUNDS; PROVIDED THAT AFTER SUCH ASSIGNMENT, ARQULE SHALL ASSUME ALL
RESPONSIBILITY FOR MAINTAINING SUCH LICENSED PRODUCT TRADEMARKS, AND IF ARQULE
DOES NOT REQUEST SUCH ASSIGNMENT, DS MAY TERMINATE OR WITHDRAW FROM REGISTRATION