SUCH TERMINATION,
RELINQUISHMENT OR EXPIRATION, INCLUDING, WITHOUT LIMITATION, THE PAYMENT
OBLIGATIONS UNDER ARTICLE VI HEREOF AND ANY AND ALL DAMAGES ARISING FROM ANY
BREACH HEREUNDER.
11.6.2
SURVIVAL.
ARTICLES [ * ] SHALL SURVIVE THE EXPIRATION
AND ANY TERMINATION OF THIS AGREEMENT; AND [ * ] SHALL SURVIVE THE EXPIRATION
BUT NOT AN EARLIER TERMINATION (EXCEPT AS PROVIDED BELOW) OF THIS AGREEMENT.
11.6.3
IN ADDITION TO SECTION 11.6.2, THE FOLLOWING PROVISIONS
SHALL SURVIVE TERMINATION OF THIS AGREEMENT IN THE EVENTS SET FORTH BELOW:
(A)
CERTAIN TERMINATIONS.
IN THE EVENT OF A
TERMINATION OF THIS AGREEMENT BY AZ PURSUANT TO SECTION 11.3.1, OR TERMINATION
BY ARRAY PURSUANT TO SECTION 11.2: (I) ALL LICENSED PRODUCTS AND CANDIDATE DRUGS
THEN BEING DEVELOPED OR COMMERCIALIZED BY AZ SHALL BE DEEMED ABANDONED PRODUCTS
AND (II) SECTION 5.3.1 SHALL SURVIVE, AND IN ADDITION WITH RESPECT TO LICENSED
PRODUCTS BEING SOLD IN THE TERRITORY ONLY, ARRAY SHALL HAVE AN IRREVOCABLE,
EXCLUSIVE, WORLDWIDE LICENSE, WITH THE RIGHT TO GRANT AND AUTHORIZE SUBLICENSES,
UNDER ANY TRADEMARKS OWNED BY AZ AND USED SPECIFICALLY BY AZ TO IDENTIFY THE
LICENSED PRODUCTS (EXCLUDING THE ASTRAZENECA TRADE NAME AND TRADE DRESS) TO
MAKE, USE, SELL, IMPORT AND OTHERWISE EXPLOIT THE CORRESPONDING ABANDONED
PRODUCTS.
FROM AND AFTER THE DATE OF A NOTICE
47
OF TERMINATION IN THE EVENTS DESCRIBED IN THIS SECTION 11.6.3(A), NEITHER PARTY
SHALL HAVE ANY FURTHER OBLIGATIONS UNDER THIS AGREEMENT BEYOND THOSE OBLIGATIONS
THAT SURVIVE TERMINATION IN SUCH EVENTS AS SPECIFIED IN THIS SECTION 11.6.3.
(B)
BREACH BY ARRAY.
IN THE EVENT OF A
TERMINATION OF THIS AGREEMENT BY AZ PURSUANT TO SECTION 11.2:
(I)
ARRAY'S OBLIGATIONS UNDER ARTICLE VIII AND SECTION 4.2 ABOVE
SHALL CONTINUE INDEFINITELY AND ARRAY'S OBLIGATIONS UNDER SECTION 4.1 ABOVE
SHALL CONTINUE FOR THE EXCLUSIVITY PERIOD AS IF THE AGREEMENT HAD NOT BEEN
TERMINATED.
IN ADDITION, SECTIONS [ * ] SHALL SURVIVE; AND
(II)
IF SUCH TERMINATION OCCURS PRIOR TO THE END OF THE RESEARCH TERM,
AZ SHALL ALSO HAVE THE OPTION TO CONTINUE THE RESEARCH AND/OR THE PROCESS
PROGRAMS WITH AZ PERSONNEL OR THE PERSONNEL OF ITS AFFILIATES OR SUBCONTRACTORS
UNTIL THE EARLIER OF (I) THE END OF THE THEN-CURRENT RESEARCH TERM PLUS A PERIOD
OF [ * ], OR (II) SELECTION BY AZ OF [ * ] CANDIDATE DRUGS IN ADDITION TO
ARRY-142886.
IN THE EVENT AZ EXERCISES SUCH OPTION, AZ SHALL AMEND THE RESEARCH
PLAN TO REFLECT SUCH TRANSFER AND THE ACTIVITIES TO BE CONDUCTED BY AZ
THEREAFTER, AND ARRAY SHALL COOPERATE FULLY WITH AZ TO PROVIDE AZ WITH ALL SUCH
COLLABORATION TECHNOLOGY AND ARRAY EXISTING TECHNOLOGY AND EXISTING MATERIAL AS
IS NECESSARY FOR AZ TO IDENTIFY AND SELECT CANDIDATE DRUGS.
IN ADDITION, AZ'S
OBLIGATION TO MEET ANY FUTURE FTE PAYMENTS UNDER SECTION 6.2.1 SHALL TERMINATE
AND AZ SHALL REIMBURSE ARRAY'S REASONABLE OUT-OF-POCKET COSTS FOR SUCH
COOPERATION AND PROVISION OF TECHNOLOGY AND MATERIAL.
IN ADDITION, DURING THE
TERM SET FORTH IN THIS SECTION 11.6.3(B)(II), ARRAY SHALL DEVELOP FOR USE
OUTSIDE THE FIELD ONLY THOSE COMPOUNDS (Y) THAT ARRAY HAS DEMONSTRATED DO NOT
MEET THE