DURING THE TERM, NOTWITHSTANDING ANY
EARLIER EXPIRATION OR INVALIDATION OF ANY OR ALL OF THE CHIRON PATENT RIGHTS.
8.2.
TERMINATION.
8.2.1.
CHIRON SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, AT CHIRON'S
SOLE DISCRETION, UPON DELIVERY OF WRITTEN NOTICE TO LICENSEE, UPON THE
OCCURRENCE OF ANY OF THE FOLLOWING:
(A)
IN THE EVENT OF ANY BREACH BY LICENSEE OF ANY TERMS AND CONDITIONS
OF THIS AGREEMENT, PROVIDED THAT SUCH BREACH HAS NOT BEEN CURED WITHIN SIXTY
(60) DAYS AFTER WRITTEN NOTICE THEREOF IS GIVEN BY CHIRON TO LICENSEE; OR
(B)
IN THE EVENT THAT LICENSEE OR ANY THIRD PARTY BENEFICIARY
CHALLENGES OR KNOWINGLY SUPPORTS (OTHER THAN PURSUANT TO A SUBPOENA OR OTHER
COURT ORDER) A CHALLENGE TO THE VALIDITY OF ANY OF THE CHIRON PATENT RIGHTS.
8.2.2.
EITHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS AGREEMENT, UPON
THE FILING BY THE OTHER PARTY IN ANY COURT OR AGENCY PURSUANT TO ANY STATUTE OR
REGULATION OF THE UNITED STATES OR ANY STATE A PETITION IN BANKRUPTCY OR
INSOLVENCY OR FOR REORGANIZATION OR SIMILAR ARRANGEMENT OR FOR THE APPOINTMENT
OF A RECEIVER OR TRUSTEE OF SUCH PARTY OR ITS ASSETS, UPON THE PROPOSAL OF A
WRITTEN AGREEMENT OF COMPOSITION OR EXTENSION OF ITS DEBTS, OR IF SUCH PARTY IS
SERVED WITH AN INVOLUNTARY PETITION AGAINST IT IN ANY INSOLVENCY PROCEEDING,
UPON THE NINETY-FIRST (91ST) DAY AFTER SUCH SERVICE IF SUCH INVOLUNTARY PETITION
HAS NOT PREVIOUSLY BEEN STAYED OR DISMISSED, OR UPON THE MAKING BY SUCH PARTY OF
AN ASSIGNMENT FOR THE BENEFIT OF ITS CREDITORS.
8.3.
EFFECT OF TERMINATION OR EXPIRATION.
8.3.1.
IN GENERAL.
UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON:
(A)
ALL RIGHTS AND LICENSES GRANTED TO LICENSEE IN ARTICLE 2 SHALL
TERMINATE, AND LICENSEE SHALL CEASE ALL USE OF CHIRON PATENT RIGHTS, INCLUDING
ANY RESEARCH, DEVELOPMENT, USE, MANUFACTURE AND SALE OF IDENTIFIED PRODUCTS;
(B)
WITHOUT LIMITATION TO SECTION 8.3.2, ANY AND ALL ROYALTY AND
MILESTONE PAYMENT AND RELATED OBLIGATIONS OF LICENSEE, IF ANY, SHALL SURVIVE;
(C)
CHIRON SHALL HAVE THE RIGHT TO RETAIN ALL AMOUNTS PREVIOUSLY PAID
TO CHIRON BY LICENSEE; AND
(D)
NEITHER PARTY SHALL BE RELIEVED OF ANY OBLIGATION WHICH ACCRUED
PRIOR TO THE EFFECTIVE DATE OF SUCH EXPIRATION OR EARLY TERMINATION.
8.3.2.
SURVIVAL.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE FOLLOWING
PROVISIONS SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT: ARTICLE 3,
SECTION 4.3, ARTICLE 5, ARTICLE 6, ARTICLE 7, SECTION 8.3, ARTICLE 9, ARTICLE 10
AND ANY OTHER PROVISIONS WHICH BY THEIR NATURE ARE INTENDED TO SURVIVE
TERMINATION.
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9.
CONFIDENTIAL INFORMATION
9.1.
CONFIDENTIALITY.
EXCEPT TO THE EXTENT EXPRESSLY AUTHORIZED BY THIS
AGREEMENT OR OTHERWISE AGREED IN WRITING, THE PARTIES AGREE THAT, FOR THE TERM
OF THIS AGREEMENT AND FOR TEN (10) YEARS THEREAFTER, EACH PARTY (THE "RECEIVING
PARTY") RECEIVING ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY (THE
"DISCLOSING PARTY") SHALL KEEP SUCH CONFIDENTIAL INFORMATION CONFIDENTIAL AND
SHALL NOT PUBLISH OR OTHERWISE DISCLOSE OR USE SUCH CONFIDENTIAL INFORMATION FOR
ANY PURPOSE OTHER THAN AS PROVIDED FOR BY IN THIS AGREEMENT EXCEPT FOR
CONFIDENTIAL INFORMATION