BEEN UNTRUE IN ANY
MATERIAL RESPECT AND THIS UNTRUTH HAS A MATERIAL AND ADVERSE EFFECT ON THE OTHER
PARTY IN RELATION TO THIS AGREEMENT, OR (II) THERE IS A MATERIAL BREACH OR
MATERIAL DEFAULT OF THIS AGREEMENT BY A PARTY (ANY EVENT UNDER (I) OR (II), A
DEFAULT), THEN THE PARTY NOT IN DEFAULT (THE NON-DEFAULTING PARTY) SHALL HAVE
THE RIGHT TO GIVE THE OTHER PARTY (THE DEFAULTING PARTY) WRITTEN NOTICE (A
NOTICE OF DEFAULT), WHICH NOTICE, TO BE EFFECTIVE, MUST STATE THE NATURE OF THE
DEFAULT IN REASONABLE DETAIL AND MUST REQUEST THAT THE DEFAULTING PARTY CURE
SUCH DEFAULT WITHIN [***] [CONFIDENTIAL TREATMENT REQUIRED] OF THE DATE OF SUCH
NOTICE (OR [***] [CONFIDENTIAL TREATMENT REQUIRED] OF THE DATE OF SUCH NOTICE
WITH RESPECT TO A PAYMENT DEFAULT ) OR SUCH LONGER PERIOD AS THE NON-DEFAULTING
PARTY MAY DESIGNATE IN SUCH NOTICE (THE CURE PERIOD).
DURING ANY SUCH CURE
PERIOD OR ANY EXTENDED PERIOD IN WHICH THE DEFAULTING PARTY SEEKS TO CURE THE
DEFAULT IN ACCORDANCE WITH ARTICLE 12.4(C), ALL OF EACH PARTY'S RESPECTIVE
RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THOSE IN RELATION TO
DEVELOPMENT, COMMERCIALISATION AND MANUFACTURE, SHALL (TO THE EXTENT APPLICABLE)
REMAIN IN FORCE AND EFFECT.
(B)
THE CURE PERIOD WITH RESPECT TO A DEFAULT
SHALL COMMENCE ON THE DATE THAT THE DEFAULTING PARTY RECEIVES THE NOTICE OF
DEFAULT WITH RESPECT THERETO.
(C)
IF A DEFAULT IS NOT CURED WITHIN THE
APPLICABLE CURE PERIOD (OR, IF SUCH DEFAULT CANNOT BE CURED IN SUCH CURE PERIOD
AND IF THE DEFAULTING PARTY HAS NOT USED
94
[***] [Confidential Treatment Required] to cure such Default within such period
and thereafter diligently continues such actions, provided that payment Defaults
must be cured within the Cure Period), the Non-Defaulting Party, at its option,
may immediately serve written notice on the Defaulting Party terminating this
Agreement, such termination to take effect in accordance with Article 12.4(d).
(D)
ANY NOTICE OF TERMINATION SERVED PURSUANT TO
ARTICLE 12.4(C), SHALL SPECIFY WHETHER THE NON-DEFAULTING PARTY WISHES TO
CONTINUE DEVELOPMENT OR COMMERCIALISATION (AS APPROPRIATE) OF ONE OR MORE
ANTIBODY PRODUCTS (WHETHER IN AGREED INDICATIONS OR INDEPENDENT INDICATIONS).
IF THE NON-DEFAULTING PARTY DOES NOT WISH TO CONTINUE ANY SUCH DEVELOPMENT OR
COMMERCIALISATION OF ANTIBODY PRODUCTS, UPON THE NOTICE OF TERMINATION TAKING
EFFECT, THE PARTIES SHALL CEASE ALL ACTIVITIES UNDER THIS AGREEMENT AS
EXPEDITIOUSLY AND AS COST EFFECTIVELY AS POSSIBLE WITH DUE REGARD FOR PATIENT
SAFETY AND THE RIGHTS OF ANY SUBJECTS THAT ARE PARTICIPANTS IN CLINICAL STUDIES
OR POST-APPROVAL STUDIES AND IN COMPLIANCE WITH APPLICABLE LAW AND THIS
AGREEMENT SHALL TERMINATE ON THE DATE ON WHICH ALL SUCH ACTIVITIES CEASE.
IF
THE NON-DEFAULTING PARTY (WHICH PARTY SHALL BE DEEMED TO BE THE REMAINING PARTY)
WISHES TO CONTINUE DEVELOPMENT OR COMMERCIALISATION OF ANTIBODY PRODUCTS,
ARTICLE 12.8 SHALL APPLY, TERMINATION SHALL TAKE EFFECT UPON EXPIRY OF THE
TRANSITION PERIOD AND THE DEFAULTING PARTY SHALL BE DEEMED TO BE THE
NON-REMAINING PARTY.
12.5
TERMINATION FOR BANKRUPTCY
(A)
ALL RIGHTS AND LICENCES GRANTED UNDER OR
PURSUANT TO THIS AGREEMENT BY IMCLONE