TO THE OTHER PARTY HERETO, AND SHALL BE EFFECTIVE ON RECEIPT:
If to VALENTIS:
Valentis, Inc.
863A Mitten Road
Burlingame, California 94010
Attn:
Benjamin F. McGraw, III, Pharm. D.
President and Chief Executive Officer
with a copy (which shall not constitute notice) to:
Liner Yankelevitz Sunshine & Regenstreif LLP
199 Fremont St, 20th Floor
11
San Francisco, Ca 94105
Attn: Gregory Alan Rutchik, Esq.
If to JUVARIS:
Juvaris Biotherapeutics, Inc.
6200 Stoneridge Mall Road, 3F
Pleasanton, CA 94588
Attn: President/CEO
Fax: 925-399-6100
with a copy (which shall not constitute notice) to:
Wilson Sonsini Goodrich & Rosati P.C.
12235 El Camino Real, Suite 200
San Diego, CA 92130
Attn: Technology Transactions
9.6
INDEPENDENT CONTRACTORS.
BOTH PARTIES ARE INDEPENDENT CONTRACTORS
UNDER THIS AGREEMENT.
NOTHING CONTAINED IN THIS AGREEMENT IS INTENDED NOR IS TO
BE CONSTRUED SO AS TO CONSTITUTE VALENTIS OR JUVARIS AS PARTNERS OR JOINT
VENTURERS WITH RESPECT TO THIS AGREEMENT.
EXCEPT AS EXPRESSLY PROVIDED HEREIN,
NEITHER PARTY SHALL HAVE ANY EXPRESS OR IMPLIED RIGHT OR AUTHORITY TO ASSUME OR
CREATE ANY OBLIGATIONS ON BEHALF OF OR IN THE NAME OF THE OTHER PARTY OR TO BIND
THE OTHER PARTY TO ANY OTHER CONTRACT, AGREEMENT, OR UNDERTAKING WITH ANY THIRD
PARTY.
9.7
COMPLIANCE WITH LAWS.
IN EXERCISING THEIR RIGHTS UNDER THIS
LICENSE, THE PARTIES SHALL COMPLY IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS
OF ANY AND ALL APPLICABLE LAWS, REGULATIONS, RULES AND ORDERS OF ANY
GOVERNMENTAL BODY HAVING JURISDICTION OVER THE EXERCISE OF RIGHTS UNDER THIS
AGREEMENT. JUVARIS SHALL, WITH RESPECT TO THE PATENT RIGHTS, ABIDE BY ALL
APPLICABLE PATENT MARKING STATUTES AND, AS ADVISED BY ITS OWN COUNSEL, MARK ANY
JUVARIS PRODUCTS ACCORDINGLY.
9.8
BANKRUPTCY.
ALL RIGHTS AND LICENSES GRANTED UNDER OR PURSUANT TO
THIS AGREEMENT BY VALENTIS TO JUVARIS, FOR ALL PURPOSES OF SECTION 365(N) OF
TITLE XI OF THE UNITED STATES CODE ("TITLE XI"), LICENSES OF RIGHTS TO
"INTELLECTUAL PROPERTY" AS DEFINED IN TITLE XI.
DURING THE TERM OF THIS
AGREEMENT VALENTIS SHALL CREATE AND MAINTAIN CURRENT COPIES TO THE EXTENT
PRACTICABLE OF ALL LICENSED TECHNOLOGY.
IF A BANKRUPTCY PROCEEDING IS COMMENCED
BY OR AGAINST VALENTIS UNDER TITLE XI, JUVARIS SHALL BE ENTITLED TO A COPY OF
ANY AND ALL SUCH INTELLECTUAL PROPERTY AND ALL EMBODIMENTS OF SUCH INTELLECTUAL
PROPERTY, AND THE SAME, IF NOT IN THE POSSESSION OF JUVARIS, SHALL BE PROMPTLY
DELIVERED TO IT (A) UPON JUVARIS' WRITTEN REQUEST FOLLOWING THE COMMENCEMENT OF
SUCH BANKRUPTCY PROCEEDING, UNLESS VALENTIS, OR ITS TRUSTEE OR RECEIVER, ELECTS
WITHIN THIRTY (30) DAYS TO CONTINUE TO PERFORM ALL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, OR (B) IF NOT DELIVERED AS PROVIDED UNDER CLAUSE (A) ABOVE, UPON
JUVARIS' REQUEST FOLLOWING THE REJECTION OF THIS AGREEMENT BY OR ON BEHALF OF
VALENTIS.
IF JUVARIS HAS TAKEN POSSESSION OF ALL APPLICABLE
12
embodiments of the intellectual property of Valentis pursuant to this Section
9.8 and the trustee in bankruptcy of Valentis does not reject this Agreement,
Juvaris shall return such embodiments upon request.
If Valentis seeks or
involuntarily is placed under Title