BANKRUPTCY CODE.
DEPOMED
FURTHER ACKNOWLEDGES THAT, WITHOUT IN ANY WAY LIMITING SOLVAY'S RIGHTS OR
DEPOMED'S OBLIGATIONS HEREUNDER, SOLVAY WILL BE ENTITLED TO A COMPLETE DUPLICATE
OF (AND COMPLETE ACCESS TO) ANY SUCH INTELLECTUAL PROPERTY AND ALL EMBODIMENTS
THEREOF UPON WRITTEN REQUEST OF SOLVAY (A) UPON COMMENCEMENT OF A BANKRUPTCY OR
INSOLVENCY PROCEEDING BY OR AGAINST DEPOMED, UNLESS DEPOMED OR ITS
REPRESENTATIVE OR TRUSTEE ELECTS TO CONTINUE TO PERFORM ALL OF ITS OBLIGATIONS
HEREUNDER, OR (B) IF NOT DELIVERED UNDER CLAUSE (A) OF THIS SECTION 8.4 UPON THE
REJECTION OF THIS AGREEMENT BY OR ON BEHALF OF DEPOMED.
8.5
CONSEQUENCES OF TERMINATION.
UPON EXPIRATION
OR TERMINATION OF THIS AGREEMENT, THE FOLLOWING SHALL APPLY (IN EACH CASE ONLY
UPON EXPIRATION OR TERMINATION OF ANY APPLICABLE WAITING PERIOD UNDER THE HSR
ACT):
31
Confidential Information, indicated by [***] has been omitted from this filing
and filed separately with the Securities Exchange Commission
(A)
ALL UNDISPUTED, OUTSTANDING PAYMENTS DUE
AND PAYABLE TO DEPOMED OR SOLVAY SHALL BE PAID.
(B)
SOLVAY WILL RETURN TO DEPOMED ANY AND ALL
DEPOMED TECHNOLOGY AND PRODUCT DATA TRANSFERRED TO IT UNDER THIS AGREEMENT AND
WILL CEASE ALL USE OF THE DEPOMED TECHNOLOGY AND PRODUCT DATA.
(C)
EACH PARTY WILL RETURN TO THE OTHER PARTY
OR, IF SO DIRECTED BY THE OTHER PARTY, DESTROY ANY CONFIDENTIAL INFORMATION OF
THE OTHER ACQUIRED IN CONNECTION WITH THIS AGREEMENT (EXCEPT TO THE EXTENT
PROVIDED IN OR NECESSARY FOR DEPOMED'S EXERCISE OF ITS RIGHTS UNDER THIS
SECTION 8.5).
(D)
THE LICENSE SET FORTH IN SECTION 2.1(A),
AND ALL OTHER RIGHTS GRANTED TO SOLVAY UNDER THIS AGREEMENT, WILL TERMINATE.
(E)
SOLVAY SHALL AND HEREBY DOES GRANT TO
DEPOMED, EFFECTIVE AS OF THE EFFECTIVE DATE OF SUCH EXPIRATION OR TERMINATION, A
FULLY PAID-UP, IRREVOCABLE, WORLDWIDE, EXCLUSIVE LICENSE, WITH THE RIGHT TO
GRANT SUBLICENSES, UNDER ALL PATENT RIGHTS CONTROLLED BY SOLVAY OR ITS
AFFILIATES AS OF THE EFFECTIVE DATE TO THE EXTENT RELATED TO THE PRODUCT AND ANY
PATENT RIGHTS DESCRIBING, CLAIMING, COVERING OR RELATING TO INVENTIONS THEN
CONTROLLED BY SOLVAY, ITS AFFILIATES OR SUBLICENSEES TO THE EXTENT RELATED TO OR
CLAIMING TECHNOLOGY REASONABLY NECESSARY TO DEVELOP, MANUFACTURE OR
COMMERCIALIZE PRODUCT AS THE PRODUCT EXISTS AS OF THE DATE OF EXPIRATION OR
TERMINATION, AND IN THE FORM DEVELOPED OR COMMERCIALIZED BY SOLVAY IN THE FIELD,
TO DEVELOP, MAKE, USE, SELL, OFFER FOR SALE, AND IMPORT SUCH PRODUCT IN ALL
FIELDS OF USE.
(F)
DEPOMED SHALL AND HEREBY DOES GRANT TO
SOLVAY, EFFECTIVE AS OF THE EFFECTIVE DATE OF SUCH EXPIRATION OR TERMINATION OF
THIS AGREEMENT, A FULLY PAID-UP, IRREVOCABLE, WORLDWIDE, NONEXCLUSIVE LICENSE,
WITHOUT THE RIGHT TO FURTHER SUBLICENSE, UNDER ALL THE SOLVAY INVENTIONS AND
JOINT INVENTIONS AND UNDER PATENT RIGHTS CONTROLLED BY DEPOMED TO THE EXTENT
THEY CLAIM SUCH SOLVAY INVENTIONS AND JOINT INVENTIONS, IN EACH CASE THAT ARE
ASSIGNED IN WHOLE OR IN PART TO DEPOMED PURSUANT TO SECTION 8.5(E), TO DEVELOP,
MAKE, USE, SELL, OFFER FOR SALE AND IMPORT PRODUCTS OTHER THAN PRODUCT.
(G)
UPON DEPOMED'S WRITTEN REQUEST, SOLVAY SHALL
EXECUTE ALL DOCUMENTS NECESSARY