EITHER PARTY TO
TERMINATE THIS AGREEMENT SHALL NOT BE AFFECTED IN ANY WAY BY SUCH PARTY'S WAIVER
OR FAILURE TO TAKE ACTION WITH RESPECT TO ANY PREVIOUS DEFAULT.
10.3
GSK UNILATERAL TERMINATION RIGHTS.
GSK SHALL HAVE THE RIGHT, AT ITS
SOLE DISCRETION, EXERCISABLE AT ANY TIME DURING THE AGREEMENT TERM, TO
TERMINATE
(I) ITS LICENSE UNDER ARTICLE 3 (INCLUDING ALL OTHER PROVISIONS OF
THIS AGREEMENT RELATED THERETO), OR (II) THIS AGREEMENT IN ITS ENTIRETY, FOR ANY
REASON OR FOR NO REASON AT ALL, UPON NINETY (90) DAYS WRITTEN NOTICE TO
REGULUS.
EXCEPT AS SET FORTH IN SECTION 10.5, GSK SHALL NOT HAVE ANY ADDITIONAL
COST, LIABILITY, EXPENSE, OR OBLIGATION OF ANY KIND WHATSOEVER ON ACCOUNT OF ANY
TERMINATION UNDER THIS SECTION 10.3.
FOR PURPOSES OF CLARITY, IN NO EVENT SHALL
GSK HAVE THE RIGHT TO EXERCISE ITS RIGHT TO TERMINATE THE AGREEMENT UNDER THIS
SECTION 10.3 FOLLOWING REGULUS' NOTICE OF TERMINATION UNDER SECTION 10.2.
20
10.4
TERMINATION FOR INSOLVENCY.
10.4.1
EITHER PARTY MAY TERMINATE THIS AGREEMENT, IF, AT ANY TIME, THE OTHER
PARTY SHALL FILE IN ANY COURT OR AGENCY PURSUANT TO ANY STATUTE OR REGULATION OF
ANY STATE OR COUNTRY, A PETITION IN BANKRUPTCY OR INSOLVENCY OR FOR
REORGANIZATION OR FOR AN ARRANGEMENT OR FOR THE APPOINTMENT OF A RECEIVER OR
TRUSTEE OF THE PARTY OR OF SUBSTANTIALLY ALL OF ITS ASSETS, OR IF THE OTHER
PARTY PROPOSES A WRITTEN AGREEMENT OF COMPOSITION OR EXTENSION OF SUBSTANTIALLY
ALL OF ITS DEBTS, OR IF THE OTHER PARTY SHALL BE SERVED WITH AN INVOLUNTARY
PETITION AGAINST IT, FILED IN ANY INSOLVENCY PROCEEDING, AND SUCH PETITION SHALL
NOT BE DISMISSED WITHIN NINETY (90) DAYS AFTER THE FILING THEREOF, OR IF THE
OTHER PARTY SHALL PROPOSE OR BE A PARTY TO ANY DISSOLUTION OR LIQUIDATION, OR IF
THE OTHER PARTY SHALL MAKE AN ASSIGNMENT OF SUBSTANTIALLY ALL OF ITS ASSETS FOR
THE BENEFIT OF CREDITORS.
10.4.2
ALL RIGHTS AND LICENSES GRANTED UNDER OR PURSUANT TO ANY SECTION OF
THIS AGREEMENT ARE AND SHALL OTHERWISE BE DEEMED TO BE FOR PURPOSES OF
SECTION 365(N) OF TITLE 11, UNITED STATES CODE (THE "BANKRUPTCY CODE") LICENSES
OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED IN SECTION 101(56) OF THE
BANKRUPTCY CODE.
THE PARTIES SHALL RETAIN AND MAY FULLY EXERCISE ALL OF THEIR
RESPECTIVE RIGHTS AND ELECTIONS UNDER THE BANKRUPTCY CODE.
UPON THE BANKRUPTCY
OF ANY PARTY, THE NON-BANKRUPT PARTY SHALL FURTHER BE ENTITLED TO A COMPLETE
DUPLICATE OF, OR COMPLETE ACCESS TO, ANY SUCH INTELLECTUAL PROPERTY, AND SUCH,
IF NOT ALREADY IN ITS POSSESSION, SHALL BE PROMPTLY DELIVERED TO THE
NON-BANKRUPT PARTY, UNLESS THE BANKRUPT PARTY ELECTS TO CONTINUE, AND CONTINUES,
TO PERFORM ALL OF ITS OBLIGATIONS UNDER THIS AGREEMENT.
10.5
ACCRUED RIGHTS; SURVIVING PROVISIONS OF THE AGREEMENT; CERTAIN
CLARIFICATIONS.
(A)
TERMINATION, RELINQUISHMENT OR EXPIRATION OF THIS AGREEMENT FOR
ANY REASON SHALL BE WITHOUT PREJUDICE TO ANY RIGHTS THAT SHALL HAVE ACCRUED TO
THE BENEFIT OF ANY PARTY PRIOR TO SUCH TERMINATION, RELINQUISHMENT OR EXPIRATION
INCLUDING, WITHOUT LIMITATION, THE PAYMENT OBLIGATIONS UNDER ARTICLE 5 HEREOF
AND