INSOLVENCY PROCEEDING, AND SUCH PETITION SHALL NOT BE DISMISSED WITHIN SIXTY
(60) DAYS AFTER THE FILING THEREOF, OR IF THE OTHER PARTY SHALL PROPOSE OR BE A
PARTY TO ANY DISSOLUTION OR LIQUIDATION, UNLESS IN CONNECTION WITH SUCH
DISSOLUTION OR LIQUIDATION THIS AGREEMENT IS ASSIGNED UNDER SECTION 12.4, OR IF
THE OTHER PARTY SHALL MAKE AN ASSIGNMENT OF SUBSTANTIALLY ALL OF ITS ASSETS FOR
THE BENEFIT OF CREDITORS.
11.5
CERTAIN PAYMENT TERMS.
11.5.1
WIND-DOWN PAYMENTS.
IN THE EVENT OF A TERMINATION OF
THIS AGREEMENT UNDER SECTION 11.2 BY REASON OF BREACH BY AZ OR UNDER SECTION
11.3, AZ SHALL MEET ITS OWN COSTS OF WINDING DOWN ANY CLINICAL TRIALS AND SHALL
PAY TO ARRAY AN AMOUNT OF COMPENSATION, CALCULATED WITH REFERENCE TO: (I) THE
AMOUNT [ * ], IF ANY, OVER THE [ * ] PERIOD AFTER THE NOTICE OF TERMINATION
UNDER SECTION 11.3, OR OVER THE [ * ] PERIOD AFTER THE EFFECTIVE DATE OF
TERMINATION UNDER SECTION 11.2 (IN EACH CASE THE "TERMINATION PERIOD") RELATED
TO MATTERS UNDER THE RESEARCH PROGRAM; (II) [ * ] IN ACCORDANCE WITH
46
SECTION 3.5; (III) ANY NON-CANCELABLE COMMITMENTS INCURRED BY ARRAY HEREUNDER,
TO THE EXTENT SUCH COMMITMENTS PERTAINED TO ACTIVITIES THAT HAVE BEEN APPROVED
BY THE JRC OR DEVELOPMENT COMMITTEE (EXCLUDING ANY SUCH COMMITMENTS TO THE
EXTENT REIMBURSED IN CLAUSES (I) OR (II) ABOVE).
AZ SHALL MAKE THE PAYMENTS TO
ARRAY UNDER (I), (II) AND (III) ABOVE [ * ] AFTER THE NOTICE OF TERMINATION IS
GIVEN HEREUNDER AND UPON RECEIPT OF A VALID INVOICE FROM ARRAY, AND UPON SUCH
PAYMENT, AZ SHALL HAVE NO FURTHER OBLIGATION UNDER SECTION 6.2 ABOVE.
IN THE
EVENT THERE ARE LESS THAN [ * ] REMAINING UNDER THE RESEARCH PLAN AND/OR PROCESS
PLAN IN EFFECT ON THE DATE THE NOTICE OF TERMINATION IS GIVEN, SUCH RESEARCH
PLAN AND/OR PROCESS PLAN SHALL BE DEEMED EXTENDED FOR THE REMAINING MONTHS OF
THE TERMINATION PERIOD AT THE SAME AVERAGE MONTHLY AMOUNTS AS WERE IN EFFECT FOR
THE LAST RESEARCH PLAN AND/OR PROCESS PLAN APPROVED BY THE JRC.
THE PARTIES
SHALL NEGOTIATE IN GOOD FAITH WHETHER TO TRANSFER TO ARRAY OR WIND-DOWN THE
CONDUCT OF ANY ONGOING CLINICAL TRIALS.
FOR PURPOSES OF THIS SECTION 11.5.1, A
CLINICAL TRIAL SHALL BE DEEMED TO BE AN "ONGOING CLINICAL TRIAL" IF THE FIRST
PATIENT HAS BEEN DOSED IN SUCH CLINICAL TRIAL BUT SUCH CLINICAL TRIAL WAS NOT
COMPLETED AS OF THE BEGINNING OF THE TERMINATION PERIOD.
11.5.2
[ * ] PAYMENTS.
IF (I) A TERMINATION NOTICE IS PROPERLY
GIVEN BY AZ PURSUANT TO SECTION 11.3.1 OR 11.3.2, OR (II) A TERMINATION HAS
OCCURRED PURSUANT TO SECTION 11.2 BY REASON OF A BREACH BY ARRAY OR PURSUANT TO
SECTION 11.3.4, THEN AZ [ * ] IF THE [ * ] OR [ * ] OCCURS AFTER SUCH NOTICE OR
TERMINATION.
11.6
EFFECT OF TERMINATION.
11.6.1
ACCRUED RIGHTS, SURVIVING OBLIGATIONS.
TERMINATION,
RELINQUISHMENT OR EXPIRATION OF THE AGREEMENT FOR ANY REASON SHALL BE WITHOUT
PREJUDICE TO ANY OBLIGATIONS WHICH SHALL HAVE ACCRUED PRIOR TO