GIVEN IF THE RECIPIENT OF THE PRESS RELEASE
OR PUBLIC STATEMENT FAILS TO RESPOND TO THE OTHER PARTY WITHIN FORTY-EIGHT (48)
HOURS AFTER THE RECIPIENT'S RECEIPT OF SUCH PROPOSED PRESS RELEASE OR PUBLIC
STATEMENT DELIVERED IN ACCORDANCE WITH THE TERMS OF SECTION 17.07.
NO SUCH
CONSENT OF THE OTHER PARTY SHALL BE REQUIRED TO RELEASE INFORMATION WHICH HAS
PREVIOUSLY BEEN MADE PUBLIC.
SECTION 17.13
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN TWO OR MORE COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL,
BUT ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
SECTION 17.14
BANKRUPTCY MATTERS.
ALL LICENSES GRANTED
UNDER THIS AGREEMENT ARE DEEMED TO BE, FOR PURPOSES OF SECTION 365(N) OF THE
UNITED STATES BANKRUPTCY CODE (THE "BANKRUPTCY CODE"), LICENSES OF RIGHT TO
"INTELLECTUAL PROPERTY" AS DEFINED IN SECTION 101 OF THE BANKRUPTCY CODE.
THE
PARTIES AGREE THAT SCHERING MAY FULLY EXERCISE ALL OF ITS RIGHTS AND ELECTIONS
UNDER THE BANKRUPTCY CODE.
THE PARTIES FURTHER AGREE THAT, IN THE EVENT
SCHERING ELECTS TO RETAIN ITS RIGHTS AS A LICENSEE UNDER THE BANKRUPTCY CODE,
SCHERING SHALL BE ENTITLED TO COMPLETE ACCESS TO THE SONUS TECHNOLOGY AND
APPROVALS LICENSED TO IT HEREUNDER AND ALL EMBODIMENTS OF SUCH SONUS TECHNOLOGY
AND APPROVALS, BUT ONLY AS NECESSARY FOR THE PURPOSES OF EXPLOITATION OF THE
LICENSES GRANTED UNDER THIS AGREEMENT.
SUCH EMBODIMENTS OF SONUS TECHNOLOGY AND
APPROVALS SHALL BE DELIVERED TO SCHERING UPON WRITTEN REQUEST OF SCHERING.
SECTION 17.15
FURTHER ASSURANCES.
EACH PARTY AGREES TO
EXECUTE, ACKNOWLEDGE AND DELIVER SUCH FURTHER INSTRUCTIONS, AND TO DO ALL SUCH
OTHER ACTS, AS MAY BE NECESSARY OR APPROPRIATE IN ORDER TO CARRY OUT THE
PURPOSES AND INTENT OF THIS AGREEMENT.
SECTION 17.16
AFFILIATES.
EACH PARTY MAY PERFORM ITS
OBLIGATIONS HEREUNDER PERSONALLY OR THROUGH ONE OR MORE OF ITS AFFILIATES.
NEITHER PARTY SHALL PERMIT ANY OF ITS AFFILIATES TO COMMIT ANY ACT (INCLUDING
ANY ACT OF OMISSION) WHICH SUCH PARTY IS PROHIBITED HEREUNDER FROM COMMITTING
DIRECTLY.
43
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized officers as of the Effective Date.
Sonus Pharmaceuticals, Inc.
Schering Aktiengesellschaft
By:
/s/ Michael A. Martino
By:
/s/ Hubertus Erlen
Name:
Michael A. Martino
Name:
Hubertus Erlen
Title:
President & Chief Executive Officer
Title:
By:
/s/ Ulrich Koestlin
Name:
Ulrich Koestlin
Title:
1
EXHIBIT A
Product Definition and Specification
A-1
EXHIBIT B
Patents and Patent Applications
B-2