"DEFAULT" SHALL BE DEEMED TO HAVE OCCURRED WHEN:
15.4.1
A PARTY BREACHES ITS MATERIAL OBLIGATIONS UNDER THIS
AGREEMENT,
15.4.2
THE OTHER PARTY GIVES THE BREACHING PARTY WRITTEN NOTICE OF
BREACH IN SUFFICIENT DETAIL TO APPRISE THE BREACHING PARTY OF THE SCOPE AND
EXTENT OF THE ALLEGED BREACH, AND
15.4.3
AFTER HAVING RECEIVED SUCH WRITTEN BREACH NOTICE, THE
BREACHING PARTY FAILS TO CURE SUCH DEFAULT WITHIN TEN (10) DAYS (IN THE CASE OF
A FAILURE BY SUPERGEN TO PAY ANY AMOUNTS HEREUNDER WHEN DUE) OR NINETY (90) DAYS
(IN THE CASE OF ANY OTHER BREACH), PROVIDED, HOWEVER, IF A BREACH IS INCAPABLE
OF CURE WITHIN NINETY (90) DAYS AND THE BREACHING PARTY CERTIFIES TO THE OTHER
PARTY IN WRITING THAT IT IS WORKING DILIGENTLY TO CURE SUCH BREACH, SUCH NINETY
(90) DAY PERIOD WILL BE EXTENDED TO ONE HUNDRED FIFTY (150) DAYS.
In such case, this Agreement will be deemed terminated effective upon the
expiration of the applicable cure period described in Section 15.4.3 above.
Termination of this Agreement pursuant to this Article 15 shall not affect any
other rights or remedies, which may be available to either Party.
15.5
BANKRUPTCY; INSOLVENCY.
EITHER PARTY MAY TERMINATE
THIS AGREEMENT UPON THE OCCURRENCE OF EITHER OF THE FOLLOWING: (I) THE ENTRY OF
A DECREE OR ORDER FOR RELIEF BY A COURT HAVING JURISDICTION IN THE PREMISES IN
RESPECT OF SUCH PARTY IN AN INVOLUNTARY CASE UNDER THE FEDERAL BANKRUPTCY CODE,
AS NOW CONSTITUTED OR HEREAFTER AMENDED, OR ANY OTHER APPLICABLE FEDERAL OR
STATE INSOLVENCY OR OTHER SIMILAR LAW AND THE CONTINUANCE OF ANY SUCH DECREE OR
ORDER UN-STAYED AND IN EFFECT FOR A PERIOD OF SIXTY (60) CONSECUTIVE DAYS; OR
(II) THE FILING BY SUCH PARTY OF A PETITION FOR RELIEF UNDER THE FEDERAL
BANKRUPTCY CODE, AS NOW CONSTITUTED OR HEREAFTER AMENDED, OR ANY OTHER
APPLICABLE FEDERAL OR STATE INSOLVENCY OR OTHER SIMILAR LAW.
15.6
RIGHTS AND DUTIES ON TERMINATION OR CANCELLATION.
UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT: *** WILL, AS PROMPTLY AS
PRACTICABLE (I) CEASE ALL WORK ON THE DEVELOPMENT PROGRAM, AND (II) TURN OVER TO
SUPERGEN ALL DELIVERABLES, DOCUMENTATION AND SUPERGEN MATERIALS (WHETHER IN
WRITTEN OR ELECTRONIC FORM, INCLUDING ANY WORK IN PROGRESS) WHICH ARE THEN IN
***'S POSSESSION AND WHICH ARE THE PROPERTY OF SUPERGEN IN ACCORDANCE WITH
SECTION 5.1 OF THIS AGREEMENT.
EXCEPT FOR TERMINATION BY SUPERGEN
21
PURSUANT TO SECTION 15.4, SUPERGEN WILL PROMPTLY PAY OR REIMBURSE *** FOR ALL
UNDISPUTED FEES, EXPENSES AND UNCANCELLABLE OBLIGATIONS INCURRED HEREUNDER
THROUGH THE DATE OF SUCH TERMINATION OR EXPIRATION.
AT SUPERGEN'S OPTION:
(I) THE PARTIES WILL PROMPTLY AGREE ON A PROCEDURE BY WHICH POSSESSION OF ANY
EQUIPMENT LOCATED AT *** FACILITY THAT IS OWNED BY SUPERGEN IS DELIVERED TO
SUPERGEN (WITH SUPERGEN PAYING ALL REASONABLE OUT-OF-POCKET COSTS ASSOCIATED
WITH THE REMOVAL OF SUCH EQUIPMENT, INCLUDING ***'S FACILITY RESTORATION COSTS),
OR (II) *** MAY PURCHASE ALL OR ANY PORTION OF SUCH EQUIPMENT FROM SUPERGEN BY
PAYING SUPERGEN THE DEPRECIATED (CALCULATED ON A STRAIGHT-LINE BASIS) BOOK VALUE
THEREOF.
15.7
SURVIVAL.
THE