EQUITY.
(B)
RETURN OF CONFIDENTIAL INFORMATION.
UPON ANY TERMINATION OF THIS
AGREEMENT, VICAL AND VALENTIS SHALL PROMPTLY RETURN TO THE OTHER PARTY ALL
CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION, ANY KNOW-HOW RECEIVED
FROM THE OTHER PARTY (EXCEPT VALENTIS MAY RETAIN COPIES OF ANY REPORTS OR
RECORDS FURNISHED PURSUANT TO ARTICLES 2 AND 4).
(C)
LICENSES.
EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 8, ALL
LICENSES GRANTED HEREUNDER SHALL TERMINATE UPON THE TERMINATION OF THIS
AGREEMENT.
6
8.4
SURVIVAL.
SECTIONS 2.6, 5, 6.3, 8.3 AND 8.4, ARTICLES 1, 5, 7,
AND 9 OF THIS AGREEMENT SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT FOR ANY REASON.
ARTICLE 9.
MISCELLANEOUS PROVISIONS
9.1
GOVERNING LAWS.
THIS AGREEMENT AND ANY DISPUTE, INCLUDING WITHOUT
LIMITATION ANY ARBITRATION, ARISING FROM THE PERFORMANCE OR BREACH HEREOF SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES.
9.2
ASSIGNMENT.
NEITHER PARTY MAY TRANSFER OR ASSIGN THIS AGREEMENT,
DIRECTLY OR INDIRECTLY, OR ANY OF ITS RIGHTS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD, OF THE OTHER PARTY, OTHER
THAN (A) TO ONE OR MORE AFFILIATES, OR (B) TO A SUCCESSOR IN CONNECTION WITH THE
TRANSFER OR SALE OF ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT.
ANY ATTEMPTED TRANSFER OR ASSIGNMENT IN
VIOLATION OF THIS SECTION 9.2 SHALL BE VOID; PROVIDED, (A) THIS AGREEMENT SHALL
TERMINATE IMMEDIATELY IN THE EVENT OF A CHANGE OF CONTROL OR ASSIGNMENT BY VICAL
TO AN ENTITY OR PERSON WHO IS THE SUBJECT MATTER OF A LETTER SUFFICIENT TO
PROVIDE ACTUAL NOTICE OF INFRINGEMENT UNDER THE APPLICABLE STATUES, ANY
LITIGATION (OR RE-EXAMINATION, INTERFERENCE, OPPOSITION OR EQUIVALENT
PROCEEDING) RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT, AND/OR ENGAGED IN
ACTIVE LICENSING DISCUSSIONS WITH VALENTIS WITH RESPECT TO THE LICENSED
TECHNOLOGY, AND (B) THAT IN THE EVENT OF A PERMITTED ACQUISITION OF ALL OR
SUBSTANTIALLY ALL OF THE A PARTY'S ASSETS RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT, THE ORIGINAL PARTY'S (OR ITS SUCCESSOR'S) OBLIGATIONS HEREUNDER SHALL
CONTINUE.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE
PARTIES AND THEIR PERMITTED SUCCESSORS AND ASSIGNS.
9.3
WAIVER.
NO WAIVER OF ANY RIGHTS SHALL BE EFFECTIVE UNLESS
CONSENTED TO IN WRITING BY THE PARTY TO BE CHARGED AND THE WAIVER OF ANY BREACH
OR DEFAULT SHALL NOT CONSTITUTE A WAIVER OF ANY OTHER RIGHT HEREUNDER OR ANY
SUBSEQUENT BREACH OR DEFAULT.
9.4
SEVERABILITY.
IN THE EVENT THAT ANY PROVISIONS OF THIS AGREEMENT
ARE DETERMINED TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT
JURISDICTION, THE REMAINDER OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT WITHOUT SAID PROVISION.
9.5
NOTICES.
ALL NOTICES, REQUESTS AND OTHER COMMUNICATIONS HEREUNDER
SHALL BE IN WRITING AND SHALL BE DELIVERED OR SENT IN EACH CASE TO THE
RESPECTIVE ADDRESS SPECIFIED BELOW, OR SUCH OTHER ADDRESS AS MAY BE SPECIFIED IN
WRITING TO THE OTHER PARTY HERETO, AND SHALL