THE AFORESAID BANKRUPTCY EVENTS BE THE OUTCOME OF THE
VOLUNTARY ACT OF THAT PARTY, OR OTHERWISE, THE OTHER PARTY SHALL BE ENTITLED TO
TERMINATE THIS AGREEMENT (OR IN THE EVENT SONUS SUFFERS SUCH BANKRUPTCY EVENT,
SCHERING MAY EFFECT ITS RIGHTS DESCRIBED IN SECTION 16.03(C)) FORTHWITH BY
GIVING A WRITTEN NOTICE TO SONUS.
EACH PARTY AGREES (TO THE EXTENT IT MAY
LAWFULLY DO SO) THAT IT WILL NOT AT ANY TIME INSIST UPON, OR PLEAD, OR IN ANY
MANNER WHATSOEVER CLAIM TO TAKE THE BENEFIT OR ADVANTAGE OF, ANY STAY OR
EXTENSION LAW OR ANY OTHER LAW WHEREVER ENACTED, NOW OR AT ANY TIME HEREAFTER IN
FORCE, WHICH WOULD PROHIBIT THE TERMINATION OF THIS AGREEMENT OR IN ANY WAY
MODIFY THE EFFECTS THEREOF AS PROVIDED HEREIN; AND EACH PARTY (TO THE EXTENT IT
MAY LAWFULLY DO SO) HEREBY EXPRESSLY WAIVES ALL BENEFIT OR ADVANTAGE OF ANY SUCH
LAW, AND COVENANTS THAT IT WILL NOT HINDER, DELAY OR IMPEDE THE EXECUTION OF ANY
POWER HEREIN GRANTED TO THE OTHER PARTY, BUT WILL SUFFER AND PERMIT THE
EXECUTION OF EVERY POWER AS THOUGH NO SUCH LAW HAD BEEN ENACTED.
SECTION 16.03
EFFECT OF TERMINATION.
(A)
EFFECT OF TERMINATION BY SCHERING UNDER
SECTION 16.02(A) OR BY SONUS UNDER SECTION 16.02(B) OR 16.02(C).
IN THE EVENT
THAT THIS AGREEMENT IS TERMINATED BY SCHERING IN ONE OR MORE COUNTRIES OR IN ITS
ENTIRETY IN ACCORDANCE WITH SECTION 16.02(A) HEREOF OR IN THE EVENT THAT THIS
AGREEMENT IS TERMINATED BY SONUS IN ITS ENTIRETY IN ACCORDANCE WITH
SECTION 16.02(B) OR 16.02(C) HEREOF, SCHERING WILL, WITH RESPECT TO EACH COUNTRY
FOR WHICH THE TERMINATION APPLIES ENTIRELY: (I) DELIVER TO SONUS THE SONUS
KNOW-HOW AND ASSIGN TO SONUS ITS RIGHTS IN SAID SONUS KNOW-HOW, SONUS MARKS AND
SONUS PATENTS, IF ANY, IN EITHER CASE RELATING SOLELY TO THE COUNTRY THAT IS THE
SUBJECT OF THE TERMINATION; (II) NOT USE THE SONUS KNOW-HOW AS LONG AS IT IS TO
BE HELD CONFIDENTIAL PURSUANT TO SECTION 10.01 HEREOF IN SUCH COUNTRY; (III) NOT
INFRINGE ANY OF THE SONUS PATENTS OR SONUS MARKS IN SUCH COUNTRY; (IV) MAKE ALL
PAYMENTS ACCRUED UNDER THIS AGREEMENT WITH RESPECT TO SUCH COUNTRY PRIOR TO THE
EFFECTIVE TERMINATION DATE; (V) TRANSFER ALL APPROVAL APPLICATIONS AND APPROVALS
RELATED TO SUCH COUNTRY TO SONUS UPON SONUS' WRITTEN REQUEST FOR SAME;
(VI) TRANSFER TO SONUS RESPONSIBILITY
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FOR AND CONTROL OF ONGOING WORK OF SCHERING RELATED TO THE PRODUCT IN AN
EXPEDITIOUS AND ORDERLY MANNER WITH THE COSTS FOR SUCH WORK ASSUMED BY SONUS AS
OF THE DATE OF NOTICE; (VII) SELL TO SONUS, AT ANY TIME WITHIN NINETY (90) DAYS
OF SUCH TERMINATION, AT SONUS' ELECTION, ALL OR ANY PORTION OF THE INVENTORY OF
THE PRODUCT OWNED BY SCHERING OR ITS AFFILIATES WHICH ARE INTENDED FOR SALE IN
SUCH COUNTRY AT A PRICE EQUAL TO SCHERING'S OR ITS AFFILIATES' FULLY BURDENED
COSTS FOR SUCH INVENTORY.
SUCH ELECTION SHALL BE MADE BY SONUS IN WRITING AND
WITHIN THIRTY (30) DAYS OF SUCH TERMINATION.
IF SONUS ELECTS TO PURCHASE