OR ANY SUBSTANTIAL PART OF ITS PROPERTY, AND
SUCH INVOLUNTARY CASE OR OTHER PROCEEDING REMAINS UNDISMISSED AND UNSTAYED FOR A
PERIOD OF NINETY (90) DAYS; OR AN ORDER FOR RELIEF IS ENTERED AGAINST SUCH PARTY
UNDER APPLICABLE BANKRUPTCY LAWS; OR
(II) THE INABILITY OF A PARTY TO PAY ITS DEBTS AS THEY BECOME DUE AND SUCH PARTY
HAS EXPLICITLY OR IMPLICITLY SUSPENDED PAYMENT OF ALL OR SUBSTANTIALLY ALL OF
ITS DEBTS AS THEY BECOME DUE, OR IN THE EVENT THAT THE CREDITORS OF SUCH PARTY
TAKE OVER ITS MANAGEMENT.
14.4.2
TERMINATION IN THE EVENT OF MGI'S INSOLVENCY. SUPERGEN
MAY TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO MGI IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 16.5, IF, AT ANY TIME, MGI IS INSOLVENT AS DEFINED IN
SECTION 14.4.1
38
14.4.3
RIGHTS IN THE EVENT OF INSOLVENCY. THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE RIGHTS AND LICENSES GRANTED PURSUANT TO THIS
AGREEMENT ARE, AND SHALL OTHERWISE BE DEEMED TO BE, FOR PURPOSES OF
SECTION 365(N) OF THE U.S. BANKRUPTCY CODE, LICENSES OF RIGHTS TO "INTELLECTUAL
PROPERTY" AS DEFINED UNDER SECTION 101(35A) OF THE BANKRUPTCY CODE, AND THATTHE
PARTIES, EACH AS A LICENSEE HEREUNDER, SHALL RETAIN AND MAY FULLY EXERCISE ALL
OF ITS RIGHTS AND ELECTIONS UNDER THE BANKRUPTCY CODE. IN ADDITION, IF AT ANY
TIME SUPERGEN IS INSOLVENT AS DEFINED IN SECTION 14.4.1, THEN UPON WRITTEN
NOTICE OF MGI REQUESTING SUCH TRANSFER, SUPERGEN SHALL TRANSFER ALL OF ITS
REMAINING RESPONSIBILITIES AS SET FORTH IN SECTION 5.2.1.
14.5
IN THE EVENT OF THE OCCURRENCE OF A TERMINATION
EVENT OR FAILURE TO CURE UNDER THE TERMS OF SECTION 14.2 OR 14.3.1 OR 14.4, THE
NON-BREACHING PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT IN ITS
ENTIRETY; PROVIDED THAT WITH RESPECT TO TERMINATIONS OTHER THAN FOR NON-PAYMENT:
(X) THIS AGREEMENT SHALL TERMINATE ONLY IN A GIVEN COUNTRY IN THE TERRITORY
WHERE SUCH TERMINATION EVENT RELATES ONLY TO THE DEVELOPMENT OR
COMMERCIALIZATION OF LICENSED PRODUCTS IN SUCH GIVEN COUNTRY; OR (Y) THIS
AGREEMENT SHALL TERMINATE ONLY WITH RESPECT TO THE PARTICULAR LICENSED PRODUCTS
IN THE TERRITORY CONTAINING THE SAME ACTIVE INGREDIENT WHERE SUCH TERMINATION
EVENT RELATES ONLY TO THE DEVELOPMENT OR COMMERCIALIZATION OF THOSE PARTICULAR
LICENSED PRODUCTS BUT NOT TO ANY OTHER LICENSED PRODUCT THAT IS BEING DEVELOPED
OR COMMERCIALIZED AT THE SAME TIME IN THE TERRITORY; BY GIVING A NOTICE OF
TERMINATION, WHICH SHALL BE EFFECTIVE ON THE DATE SUCH NOTICE IS RECEIVED
PURSUANT TO THE PROVISIONS OF SECTION 16.5.
15. EFFECT OF EXPIRATION OR TERMINATION
15.1
ACCRUED OBLIGATIONS. TERMINATION OR EXPIRATION OF
THIS AGREEMENT FOR ANY REASON SHALL NOT RELEASE ANY PARTY HERETO FROM ANY
LIABILITY (INCLUDING PAYMENTS DUE FOR A PERIOD PRIOR TO SUCH TERMINATION OR
EXPIRATION) WHICH, AT THE TIME OF SUCH TERMINATION OR EXPIRATION, HAS ALREADY
ACCRUED TO THE OTHER PARTY OR WHICH IS ATTRIBUTABLE TO A PERIOD PRIOR TO SUCH
TERMINATION OR EXPIRATION NOR PRECLUDE EITHER PARTY FROM PURSUING ALL RIGHTS AND
REMEDIES IT MAY HAVE HEREUNDER OR AT LAW OR IN EQUITY WITH RESPECT TO ANY BREACH