THE U.S. TERRITORY OR ASIAN TERRITORY, EACH
PARTY SHALL IMMEDIATELY NOTIFY THE OTHER.
DS SHALL HAVE THE RIGHT, BUT NOT THE
OBLIGATION, TO TAKE ALL REASONABLE STEPS, WHETHER BY ACTION, SUIT, PROCEEDING,
OR OTHERWISE TO PREVENT FURTHER INFRINGEMENT OF OR DAMAGE TO THE PRODUCT
TRADEMARK IN THE U.S. TERRITORY.
THE PARTIES AGREE TO FULLY COOPERATE WITH EACH
OTHER IN THE PROSECUTION, DEFENSE AND/OR SETTLEMENT OF ANY SUCH SUITS.
8.2.5
DOMAIN NAME FOR INN AND TRADEMARK.
THE PARTIES SHALL COLLABORATE
TO REGISTER AND MAINTAIN THE DOMAIN NAMES THAT CORRESPOND TO THE INTERNATIONAL
NONPROPRIETARY NAMES ("INN") OF THE LICENSED PRODUCTS AND THE PRODUCT TRADEMARKS
OR THEIR CANDIDATES FOR THE LICENSED PRODUCT IN THE TERRITORY IN ORDER TO
PREVENT THE REGISTRATION OF SUCH DOMAIN NAMES BY THIRD PARTIES IN BAD FAITH.
ARQULE SHALL INFORM DS OF (I) THE FIRST TO THE THIRD INN CANDIDATES FOR
REGISTERING THE RELATED DOMAIN NAME CONSIDERING THE PRIORITY OF INN CANDIDATES,
AND (II) THE INN SELECTED BY WHO, SO THAT DS MAY REGISTER THE CORRESPONDING
DOMAIN NAMES IN TIMELY AND EFFICIENT MANNER.
9.
TERM AND TERMINATION
9.1
Term.
This Agreement shall commence on the Effective Date and
shall continue in full force and effect, unless otherwise terminated pursuant to
Section 9.2, until (a) such time as DS is no longer Developing at least * (*)
Licensed Product or (b) if, as of the time DS is no longer Developing at least *
(*) Licensed Product, DS is Commercializing a Licensed Product, such time as all
Royalty Terms for all Licensed Products have ended, whichever is later (the
"Term").
Upon the expiration of this Agreement as set forth in this Section
9.1, the license rights granted hereunder shall be converted to perpetual and
fully paid-up licenses.
9.2
Termination.
Subject to Section 12.1(d), this Agreement may be
terminated by either Party as follows:
86
9.2.1
UNILATERAL RIGHT TO TERMINATE AGREEMENT.
(A)
DS RIGHTS TO TERMINATE.
DS MAY TERMINATE THIS AGREEMENT, (A) AT
ANY TIME PRIOR TO THE INITIATION OF PHASE 3 CLINICAL TRIALS WITH RESPECT TO A
LICENSED PRODUCT ON NOT LESS THAN NINETY (90) DAYS' PRIOR WRITTEN NOTICE TO
ARQULE AND (B) AT ANY TIME ON AND AFTER THE INITIATION OF PHASE 3 CLINICAL
TRIALS WITH RESPECT TO A LICENSED PRODUCT ON NOT LESS THAN ONE HUNDRED EIGHTY
(180) DAYS' PRIOR WRITTEN NOTICE TO ARQULE.
(B)
ARQULE RIGHT TO TERMINATE.
EXCEPT TO THE EXTENT THE FOLLOWING IS
UNENFORCEABLE UNDER THE LAW OF A PARTICULAR JURISDICTION WHERE A PATENT
APPLICATION WITH ARQULE PATENT RIGHTS IS PENDING OR A PATENT WITHIN ARQULE
PATENT RIGHTS IS ISSUED, ARQULE MAY TERMINATE THIS AGREEMENT IMMEDIATELY UPON
WRITTEN NOTICE TO DS IN THE EVENT THAT DS OR ANY OF ITS AFFILIATES CHALLENGES
ANY ARQULE PATENT RIGHT OR ASSISTS A THIRD PARTY IN INITIATING A CHALLENGE OF
ANY ARQULE PATENT RIGHT.
9.2.2
TERMINATION FOR BREACH.
EXCEPT AS SET FORTH HEREIN, EITHER PARTY
MAY TERMINATE THIS AGREEMENT, EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO THE
OTHER PARTY, FOR A MATERIAL BREACH BY THE OTHER PARTY OF ANY