CLAUSE (II) OF THE SECOND SENTENCE OF SECTION 5.1.1;
(XI)
IF DS HAS MANUFACTURED, IS MANUFACTURING OR IS HAVING
MANUFACTURED SUCH LICENSED PRODUCT OR ANY INTERMEDIATE OF SUCH LICENSED PRODUCT
AS OF THE DATE OF TERMINATION, (A) TRANSFER COPIES OF ALL DOCUMENTS AND
MATERIALS CONTROLLED BY DS AND EMBODYING DS TECHNOLOGY AND/OR DS PATENT RIGHTS
THAT ARE AT THE TIME OF SUCH TERMINATION BEING USED BY DS OR ITS THIRD PARTY
MANUFACTURERS TO MANUFACTURE A COLLABORATION COMPOUND OR LICENSED PRODUCT,
INCLUDING BUT NOT LIMITED TO ALL SUPPLIERS, ANALYTICAL METHODS, QUALITY
STANDARDS, SPECIFICATIONS, COMMERCIAL API FORMULA, PROCESS CHEMISTRY,
MANUFACTURING PROCESS DESCRIPTIONS, PROCESS FLOWS, CYCLE TIMES, PROCESS
PARAMETERS, PROCESS EQUIPMENT TYPE AND SIZES, CLEANING METHODS, COMMERCIAL API
SAMPLES, MASTER SAFETY DATA SHEETS, AND STABILITY REPORTS (THE "DS MANUFACTURING
KNOW-HOW") SOLELY TO ENABLE THE MANUFACTURE OF A COLLABORATION COMPOUND OR
LICENSED PRODUCT BY ARQULE, ITS AFFILIATES OR ANY THIRD PARTY MANUFACTURER OF
ARQULE; (B) PROMPTLY MAKE AVAILABLE TO ARQULE OR ANY SUCH THIRD PARTY
MANUFACTURER A REASONABLE NUMBER OF APPROPRIATELY TRAINED PERSONNEL TO PROVIDE,
ON A MUTUALLY CONVENIENT
90
TIMETABLE, TECHNICAL ASSISTANCE IN THE TRANSFER OF DS MANUFACTURING KNOW-HOW TO
ARQULE AT ARQULE'S REASONABLE EXPENSE TO REIMBURSE DS FOR THE TIME EXPENDED BY
DS PERSONNEL; (C) COOPERATE WITH ARQULE, CAUSE ITS AFFILIATES TO COOPERATE WITH
ARQULE AND USE COMMERCIALLY REASONABLE EFFORTS TO REQUIRE ITS THIRD PARTY
MANUFACTURERS OF A COLLABORATION COMPOUND OR LICENSED PRODUCT TO COOPERATE WITH
ARQULE IN ORDER TO ACCOMPLISH THE TRANSFER TO ARQULE OF SIMILAR RIGHTS AS HELD
BY DS UNDER ITS THIRD PARTY MANUFACTURER AGREEMENTS; AND (D) SUPPLY ARQULE WITH
ITS REQUIREMENTS OF SUCH COLLABORATION COMPOUND OR LICENSED PRODUCT FOR UP TO *
(*) MONTHS FOLLOWING SUCH TERMINATION AT A TRANSFER PRICE EQUAL TO (1) DS'S
MANUFACTURING COST THEREOF FOR THE FIRST * (*) MONTHS AND (2) DS'S MANUFACTURING
COST THEREOF, PLUS * PERCENT (*%) FOR THE SECOND * (*) MONTH PERIOD; AND
(XII)
ENTER INTO NEGOTIATIONS WITH ARQULE AND AGREE UPON AND IMPLEMENT
A PLAN FOR THE ORDERLY TRANSITION OF DEVELOPMENT AND COMMERCIALIZATION FROM DS
TO ARQULE IN A MANNER CONSISTENT WITH APPLICABLE LAWS AND STANDARDS OF ETHICAL
CONDUCT OF HUMAN CLINICAL TRIALS, INCLUDING WITHOUT LIMITATION, THE TRANSFER OF
THE GLOBAL SAFETY DATA TO ARQULE, AND WILL SEEK TO REPLACE ALL DS PERSONNEL
ENGAGED IN ANY DEVELOPMENT OR COMMERCIALIZATION ACTIVITIES, IN EACH CASE, AS
PROMPTLY AS PRACTICABLE.
(F)
ARQULE SHALL REIMBURSE DS FOR ITS ACTUAL OUT-OF-POCKET COSTS OF
COMPLYING WITH SECTION 9.3.1(E)(I), (II), (III), (IV), (V), (VI), (VII),
(VIII) AND (IX), UP TO A TOTAL OF * DOLLARS (US $*).
9.3.2
TERMINATION BY DS.
IF THIS AGREEMENT IS TERMINATED BY DS PURSUANT
TO SECTION 9.2.2 OR 9.2.3:
(A)
ALL LICENSES GRANTED BY ARQULE TO DS PURSUANT TO SECTION 6.1.1
(INCLUDING ANY ADDITIONAL LICENSES REQUIRED TO MANUFACTURE API), SHALL SURVIVE
THE TERMINATION IN EACH CASE SUBJECT TO DS'S CONTINUED PAYMENT OF ALL MILESTONE,
ROYALTY AND OTHER PAYMENTS UNDER AND IN ACCORDANCE WITH THIS AGREEMENT WITH
RESPECT THERETO;
(B)
ALL LICENSES GRANTED BY DS TO ARQULE PURSUANT TO
SECTION