BE
TERMINATED UPON EXPIRATION OF THE NOTICE PERIOD
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
71
(UNLESS SUCH BREACH IS CURED AS PROVIDED IN SECTION 13.4(A)) SHALL BE RESOLVED
IN ACCORDANCE WITH ARTICLE 14 (DISPUTE RESOLUTION).
IF AS A RESULT OF SUCH
DISPUTE RESOLUTION PROCESS IT IS DETERMINED THAT THE NOTICE OF TERMINATION WAS
PROPER, THEN SUCH TERMINATION SHALL BE DEEMED TO HAVE BEEN EFFECTIVE NINETY (90)
DAYS FOLLOWING THE DATE OF THE NOTICE OF TERMINATION.
IF AS A RESULT OF SUCH
DISPUTE RESOLUTION PROCESS IT IS DETERMINED THAT THE NOTICE OF TERMINATION WAS
IMPROPER, THEN NO TERMINATION SHALL HAVE OCCURRED AND THIS AGREEMENT SHALL
REMAIN IN EFFECT.
(D)
TERMINATION AS TO CERTAIN LICENSED PRODUCTS. NOTWITHSTANDING THE FOREGOING
PROVISIONS OF THIS SECTION 13.4, CUBIST MAY EXERCISE ITS RIGHT TO TERMINATE THE
AGREEMENT PURSUANT TO THIS SECTION 13.4 WITH RESPECT TO ONE OR MORE PARTICULAR
LICENSED PRODUCTS AS TO WHICH CHIRON HAS BREACHED ITS OBLIGATIONS UNDER THIS
AGREEMENT OR THE SUPPLY AGREEMENT, RATHER THAN WITH RESPECT TO THE ENTIRE
AGREEMENT, IN WHICH CASE THE NOTICE PROVIDED BY CUBIST PURSUANT TO
SECTION 13.4(A) SHALL SPECIFY THAT THE AGREEMENT IS BEING TERMINATED PURSUANT TO
THIS SECTION 13.4 ONLY WITH RESPECT TO CERTAIN LICENSED PRODUCTS LISTED IN SUCH
NOTICE.
IF CUBIST MAKES SUCH AN ELECTION UNDER THIS SECTION 13.4(D), THEN
SUBSECTIONS (A) THROUGH (C) SHALL BE DEEMED TO REFER TO TERMINATION OF THE
AGREEMENT ONLY WITH RESPECT TO THOSE LICENSED PRODUCTS SET FORTH IN THE NOTICE
PROVIDED PURSUANT TO SECTION 13.4(A).
(E)
RIGHT TO SELL. NOTWITHSTANDING ANYTHING EXPRESSED OR IMPLIED IN THIS
AGREEMENT TO THE CONTRARY, IN THE EVENT THAT CUBIST SHALL TERMINATE THIS
AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 13.4, CHIRON SHALL,
NOTWITHSTANDING ANY SUCH TERMINATION, HAVE THE OPPORTUNITY AND RIGHT TO SELL,
ASSIGN, SUBLICENSE OR OTHERWISE TRANSFER THIS AGREEMENT AND THE CHIRON INTEREST
TO ANY REASONABLE BUYER PURSUANT TO, AND IN ACCORDANCE WITH, THE PROVISIONS OF
SECTION 15.6 OF THIS AGREEMENT, PROVIDED THAT ANY SUCH SALE, ASSIGNMENT,
SUBLICENSE OR OTHER TRANSFER IS EFFECTED [*] AFTER THE EXPIRATION OF THE CURE
PERIOD REFERRED TO IN SECTION
13.4(A) OR, IN THE EVENT THAT THERE IS A DISPUTE
BETWEEN THE PARTIES AS TO WHETHER CUBIST'S TERMINATION OF THIS AGREEMENT HAS
BEEN PROPER, [*] AFTER THE RESOLUTION OF SUCH DISPUTE PURSUANT TO THE PROVISIONS
OF ARTICLE 14 HEREOF.
ANY SUCH REASONABLE BUYER SHALL ACQUIRE THE CHIRON
INTEREST FREE AND CLEAR OF ANY BREACH BY CHIRON THAT LED TO THE TERMINATION OF
THIS AGREEMENT AND SUCH REASONABLE BUYER SHALL FOLLOWING SUCH ACQUISITION HAVE
ALL OF THE RIGHTS AND OBLIGATIONS THAT CHIRON WOULD HAVE HAD UNDER THIS
AGREEMENT AS IF CHIRON HAD NOT BREACHED THIS AGREEMENT AND CUBIST HAD NOT
TERMINATED THE AGREEMENT.
ANY SUCH SALE, ASSIGNMENT, SUBLICENSE OR OTHER
TRANSFER OF THE CHIRON INTEREST TO A REASONABLE BUYER PURSUANT TO THIS SECTION
13.4(E) SHALL NOT RELIEVE OR RELEASE CHIRON FROM ANY LIABILITY THAT CHIRON MAY
HAVE TO CUBIST IN CONNECTION WITH ANY BREACH THAT RESULTED IN