PARTY COMMITS A
MATERIAL BREACH OF THIS AGREEMENT, THE OTHER PARTY MAY NOTIFY THE BREACHING
PARTY IN WRITING OF SUCH BREACH, SETTING FORTH THE NATURE OF THE BREACH IN
REASONABLE DETAIL.
IF THE BREACHING PARTY FAILS TO CURE SUCH BREACH WITHIN
THIRTY (30) DAYS (IN THE CASE OF A PAYMENT DUE UNDER THIS AGREEMENT) OR SIXTY
(60) DAYS (IN THE CASE OF ANY OTHER BREACH) OF THE RECEIPT OF THE FOREGOING
NOTICE FROM THE NON-BREACHING PARTY, THEN, SUBJECT TO THE TERMS OF THIS SECTION
8.2.1, THE NON-BREACHING PARTY MAY TERMINATE (I) THE RESPECTIVE PART OF THIS
AGREEMENT WHICH IS IMPACTED BY THE UNCURED MATERIAL BREACH, OR (II) IF THE
BREACH IS OF A GENERAL NATURE HAVING A MATERIAL IMPACT ON ALL PARTS, THE ENTIRE
AGREEMENT EFFECTIVE IMMEDIATELY UPON A SECOND WRITTEN NOTICE TO THE BREACHING
PARTY. THE RIGHT OF EITHER PARTY TO TERMINATE THIS AGREEMENT AS HEREIN ABOVE
PROVIDED SHALL NOT BE AFFECTED IN ANY WAY BY ITS WAIVER OF, OR FAILURE TO TAKE
ACTION WITH RESPECT TO ANY PREVIOUS DEFAULT.
8.2.2
TERMINATION FOR INSOLVENCY.
IN THE EVENT THAT
EITHER PARTY FILES FOR PROTECTION UNDER BANKRUPTCY LAWS, MAKES AN ASSIGNMENT FOR
THE BENEFIT OF CREDITORS, APPOINTS OR SUFFERS APPOINTMENT OF A RECEIVER OR
TRUSTEE OVER ITS PROPERTY, FILES A PETITION UNDER ANY BANKRUPTCY OR INSOLVENCY
ACT OR HAS ANY SUCH PETITION FILED AGAINST IT WHICH IS NOT DISCHARGED WITHIN
SIXTY (60) DAYS OF THE FILING THEREOF, THEN THE OTHER PARTY MAY TERMINATE THIS
AGREEMENT EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO SUCH PARTY.
22
8.2.3
TERMINATION FOR CONVENIENCE.
EITHER PARTY MAY
TERMINATE THE RESEARCH PROGRAM UPON SIX (6) MONTHS PRIOR WRITTEN NOTICE TO THE
OTHER PARTY.
EITHER PARTY MAY TERMINATE ANY LICENSE GRANTED TO IT HEREUNDER
UPON WRITTEN NOTICE TO THE OTHER PARTY.
NEITHER PARTY MAY, UNDER THIS SECTION
8.2.3, TERMINATE A LICENSE OR OPTION GRANTED TO THE OTHER PARTY UNDER THIS
AGREEMENT.
8.3
CONSEQUENCES OF TERMINATION.
IN THE EVENT
OF A TERMINATION OF THIS AGREEMENT IN PART OR IN ITS ENTIRETY PURSUANT TO
SECTION 8.2 ABOVE, ALL PROPRIETARY MATERIALS SHALL BE RETURNED BY EACH PARTY TO
THE PARTY WHICH CONTROLS SUCH PROPRIETARY MATERIALS TO THE EXTENT REQUIRED BY
THE FACT OF A PARTIAL OR TOTAL TERMINATION OF THIS AGREEMENT.
8.4
SURVIVING PROVISIONS.
TERMINATION AND
EXPIRATION OF THIS AGREEMENT FOR ANY REASON SHALL BE WITHOUT PREJUDICE TO:
(A)
THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREIN WHICH SURVIVE SUCH EXPIRATION OR TERMINATION BY THEIR TERMS, INCLUDING
WITHOUT LIMITATION, THOSE PROVIDED IN SECTIONS 2.2.4, 4.4, 6.4, 7.3, 7.4, 7.5,
8.3, 8.4, 9.3.2, 13.4, 13.5, 13.6 AND ARTICLES 9, 10, 11 AND 12, ALL OF WHICH
SHALL SURVIVE SUCH EXPIRATION OR TERMINATION; AND
(B)
ANY OTHER RIGHTS OR REMEDIES PROVIDED AT
LAW OR EQUITY WHICH EITHER PARTY MAY OTHERWISE HAVE AGAINST THE OTHER.
9.
INTELLECTUAL PROPERTY RIGHTS
9.1
DISCLOSURE OF INVENTIONS.
EACH PARTY SHALL
PROMPTLY INFORM THE OTHER ABOUT ALL KNOW-HOW THAT IS CONCEIVED, MADE OR
DEVELOPED IN THE COURSE OF CARRYING OUT THE RESEARCH PROGRAM BY EMPLOYEES OR
AGENTS OF EITHER