[*] TO ARRAY FOR SCIENTIFIC
OR
23
COMMERCIAL REASONS CONSISTENT WITH THE USUAL PRACTICE FOLLOWED BY ONO IN
PURSUING THE DEVELOPMENT AND COMMERCIALIZATION OF ITS OTHER PHARMACEUTICAL
PRODUCTS OF SIMILAR COMMERCIAL VALUE AND ONO SHALL TIMELY PROVIDE ARRAY WITH
SUCH REASON FOR TERMINATION.
11.3
TERMINATION FOR BREACH.
EITHER PARTY TO THIS AGREEMENT MAY TERMINATE THE COLLABORATION AND THIS
AGREEMENT IN THE EVENT THE OTHER PARTY HERETO SHALL HAVE MATERIALLY BREACHED OR
DEFAULTED IN THE PERFORMANCE OF ANY OF ITS MATERIAL OBLIGATIONS HEREUNDER, AND
SUCH DEFAULT SHALL HAVE CONTINUED FOR NINETY (90) DAYS AFTER WRITTEN NOTICE
THEREOF WAS PROVIDED TO THE BREACHING PARTY BY THE NON-BREACHING PARTY.
ANY
TERMINATION SHALL BECOME EFFECTIVE AT THE END OF SUCH NINETY (90) DAY PERIOD
UNLESS THE BREACHING PARTY (OR ANY THIRD PARTY ON ITS BEHALF) HAS CURED ANY SUCH
BREACH OR DEFAULT PRIOR TO THE EXPIRATION OF THE NINETY (90) DAY PERIOD;
PROVIDED, HOWEVER, IN THE CASE OF A FAILURE TO PAY ANY AMOUNT DUE HEREUNDER,
SUCH DEFAULT MAY BE THE BASIS OF TERMINATION TEN (10) BUSINESS DAYS FOLLOWING
THE DATE THAT NOTICE OF SUCH DEFAULT WAS RECEIVED BY THE BREACHING PARTY UNLESS
THE BREACHING PARTY SHALL PAY ANY AMOUNT DUE WITHIN SUCH TEN (10) BUSINESS DAYS.
11.4
TERMINATION FOR
INSOLVENCY.
IF VOLUNTARY OR INVOLUNTARY PROCEEDINGS BY OR AGAINST A PARTY ARE
INSTITUTED IN BANKRUPTCY UNDER ANY INSOLVENCY LAW, OR A RECEIVER OR CUSTODIAN IS
APPOINTED FOR SUCH PARTY, OR PROCEEDINGS ARE INSTITUTED BY OR AGAINST SUCH PARTY
FOR CORPORATE REORGANIZATION, DISSOLUTION, LIQUIDATION OR WINDING-UP OF SUCH
PARTY, WHICH PROCEEDINGS, IF INVOLUNTARY, SHALL NOT HAVE BEEN DISMISSED WITHIN
SIXTY (60) DAYS AFTER THE DATE OF FILING, OR IF SUCH PARTY MAKES AN ASSIGNMENT
FOR THE BENEFIT OF CREDITORS, OR SUBSTANTIALLY ALL OF THE ASSETS OF SUCH PARTY
ARE SEIZED OR ATTACHED AND NOT RELEASED WITHIN SIXTY (60) DAYS THEREAFTER, THE
OTHER PARTY MAY IMMEDIATELY TERMINATE THE COLLABORATION AND/OR THIS AGREEMENT,
EFFECTTIVE UPON NOTICE OF SUCH TERMINATION.
11.5
SURVIVAL SECTIONS.
ARTICLES [*] AND ANY OTHER PROVISIONS, WHICH BY THEIR MEANING ARE INTENDED TO
SURVIVE THIS AGREEMENT, SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT FOR ANY REASON.
11.6
EFFECT OF TERMINATION.
11.6.1
TERMINATION NOT SOLE REMEDY; ACCRUED RIGHTS AND
OBLIGATIONS.
TERMINATION IS NOT THE SOLE REMEDY UNDER THIS AGREEMENT AND,
WHETHER OR NOT TERMINATION IS EFFECTED, ALL OTHER REMEDIES WILL REMAIN AVAILABLE
EXCEPT AS AGREED TO OTHERWISE HEREIN.
TERMINATION OF THIS AGREEMENT FOR ANY
REASON SHALL NOT RELEASE EITHER PARTY HERETO FROM ANY LIABILITY WHICH, AT THE
TIME OF SUCH TERMINATION, HAS ALREADY ACCRUED TO THE OTHER PARTY OR WHICH IS
ATTRIBUTABLE TO A PERIOD PRIOR TO SUCH TERMINATION NOR PRECLUDE EITHER PARTY
FROM PURSUING ANY RIGHTS AND REMEDIES IT MAY HAVE HEREUNDER OR AT LAW OR IN
EQUITY WITH RESPECT TO ANY BREACH OF THIS AGREEMENT.
11.6.2
UPON TERMINATION OF THIS AGREEMENT (I) BY ONO PURSUANT
TO SECTION 11.2, OR (II) BY ARRAY PURSUANT TO 11.3 AND 11.4..
IF THIS AGREEMENT
TERMINATED (I) BY ONO PURSUANT TO SECTION 11.2, OR (II) BY