ACTING JOINTLY, SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO INITIATE THE BUY-OUT. IN SUCH EVENT, THE LICENSORS WILL DETERMINE
WHICH LICENSOR WILL BE CONSIDERED THE "INITIATING MEMBER" (AS DEFINED IN THE LLC
AGREEMENT) FOR PURPOSES OF THE BUY-OUT.
23
(B)
IF AN OPT-IN PARTY BREACHES ANY MATERIAL PROVISION OF THIS
AGREEMENT WITH RESPECT TO THE RELEVANT DEVELOPMENT PROJECT, AND FAILS TO REMEDY
SUCH BREACH WITHIN 60 DAYS AFTER WRITTEN NOTICE FROM REGULUS, THEN REGULUS WILL
HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO TERMINATE SUCH OPT-IN PARTY'S RIGHTS
AND LICENSES WITH RESPECT TO SUCH DEVELOPMENT PROJECT AND THE BREACHING OPT-IN
PARTY WILL PROMPTLY RETURN TO THE AGGRIEVED PARTY(IES) ALL RELATED TANGIBLE
KNOW-HOW AND CONFIDENTIAL INFORMATION OF SUCH AGGRIEVED PARTY(IES).
(C)
EXCEPT AS PROVIDED IN SECTION 15.2(B), IF A LICENSOR BREACHES ANY
MATERIAL PROVISION OF THIS AGREEMENT (INCLUDING ANY REPRESENTATION OR WARRANTY),
AND FAILS TO REMEDY SUCH BREACH WITHIN SIXTY (60) DAYS AFTER WRITTEN NOTICE FROM
ANY OTHER PARTY, THEN (I) IF SUCH OTHER PARTY IS A LICENSOR, SUCH LICENSOR MAY
INITIATE THE BUY-OUT, (II) IF SUCH OTHER PARTY IS REGULUS, REGULUS MAY NOT
TERMINATE THIS AGREEMENT, AND (III) WHETHER SUCH OTHER PARTY IS REGULUS OR A
LICENSOR, SUCH OTHER PARTY HAS THE RIGHT TO SEEK OTHER LEGAL OR EQUITABLE
REMEDIES WITH RESPECT TO SUCH BREACH.
(D)
NOTWITHSTANDING SECTION 15.2(B) OR 15.2(C)(I), IF A NON-BREACHING
PARTY GIVES THE ALLEGEDLY-BREACHING PARTY A NOTICE PURSUANT TO THIS SECTION 15.2
OF A MATERIAL BREACH BY SUCH ALLEGED-BREACHING PARTY, AND, AS OF THE END OF THE
CURE PERIOD SPECIFIED ABOVE, TWO OR MORE PARTIES ARE ENGAGED IN AN ARBITRATION
PURSUANT TO SECTION 16.7 IN WHICH SUCH ALLEGEDLY-BREACHING PARTY IS IN GOOD
FAITH DISPUTING THE OCCURRENCE OF THE ALLEGED MATERIAL BREACH OR THE SUFFICIENCY
OF THE CURE WITH RESPECT THERETO, THEN THE NON-BREACHING PARTIES MAY NOT
(I) INITIATE THE BUY-OUT IN THE CASE OF SECTION 15.2(C)(I) OR (II) TERMINATE THE
APPLICABLE LICENSE IN THE CASE OF SECTION 15.2(B), AS A RESULT OF SUCH BREACH
UNLESS AND UNTIL THE ARBITRATOR ISSUES AN AWARD THAT SUCH BREACH OCCURRED (IF
THAT ISSUE WAS IN DISPUTE) AND/OR THAT THE CURE WAS INSUFFICIENT (IF THAT ISSUE
WAS IN DISPUTE), FOLLOWING WHICH THE BREACHING PARTY SHALL HAVE 60 DAYS TO CURE
SUCH BREACH (OR UNLESS AND UNTIL SUCH ALLEGEDLY-BREACHING PARTY IS NO LONGER
DISPUTING SUCH ISSUES IN GOOD FAITH, IF EARLIER).
15.3
EFFECTS OF TERMINATION.
(A)
ANY OF REGULUS' DIRECT SUBLICENSEES MAY, BY PROVIDING WRITTEN
NOTICE TO THE LICENSORS WITHIN THE 60 DAY PERIOD IMMEDIATELY FOLLOWING
TERMINATION OF THIS AGREEMENT WITH RESPECT TO REGULUS, IN WHOLE OR IN PART,
OBTAIN FROM EACH LICENSOR A DIRECT LICENSE FROM SUCH LICENSOR, ON THE SAME TERMS
AS THE SUBLICENSE GRANTED BY REGULUS TO SUCH SUBLICENSEE WITH RESPECT TO SUCH
LICENSOR'S LICENSED IP, EXCEPT TO THE EXTENT THAT ANY SUCH TERMS ARE
INCONSISTENT WITH THE RIGHTS GRANTED BY SUCH LICENSOR TO REGULUS UNDER THIS
AGREEMENT, IN WHICH CASE ANY TERMS IN THIS AGREEMENT WHICH ARE MORE PROTECTIVE
OF SUCH LICENSOR'S RIGHTS WILL INSTEAD