IN PART AS THE
TERMINATING PARTY MAY
16
DETERMINE, UPON LEARNING OF ANY OF THE FOREGOING EVENTS; PROVIDED, HOWEVER, THAT
THE FINANCIAL TERMS SET FORTH IN ARTICLE 6 ABOVE WILL REMAIN IN TACT AND WILL
SURVIVE ANY SUCH TERMINATION.
THE TERMINATING PARTY SHALL PROVIDE TO THE OTHER
PARTY A WRITTEN NOTICE REGARDING THE EXTENT OF TERMINATION. IF A PARTY SEEKS
(THE "FILING PARTY") TO BE OR IS INVOLUNTARILY PLACED UNDER THE PROTECTION OF
THE "BANKRUPTCY CODE" (I.E., TITLE 11, U.S. CODE) OR ITS EQUIVALENT OUTSIDE THE
USA, AND THE TRUSTEE IN BANKRUPTCY, OR THE FILING PARTY AS A
DEBTOR-IN-POSSESSION, REJECTS THIS AGREEMENT, THEN THE OTHER PARTY (THE
"NON-FILING PARTY") HEREBY ELECTS, UNDER SECTION 365(N) OF THE BANKRUPTCY CODE,
TO RETAIN ALL LICENSES OF RIGHTS TO "INTELLECTUAL PROPERTY" (AS DEFINED UNDER
SUCH BANKRUPTCY CODE) GRANTED TO IT UNDER THIS AGREEMENT, TO THE EXTENT
PERMITTED BY LAW.
AS OF THE COMMENCEMENT OF A BANKRUPTCY PROCEEDING BY OR
AGAINST THE FILING PARTY, THE NON-FILING PARTY IS ENTITLED TO A COMPLETE
DUPLICATE OF ALL EMBODIMENTS OF "INTELLECTUAL PROPERTY" LICENSED TO IT
HEREUNDER.
TO THE EXTENT SUCH EMBODIMENTS ARE NOT ALREADY IN THE NON-FILING
PARTY'S POSSESSION AS OF THE COMMENCEMENT OF A BANKRUPTCY, THE FILING PARTY (OR
THE TRUSTEE IN BANKRUPTCY) SHALL DELIVER SUCH EMBODIMENTS TO THE NON-FILING
PARTY (I) UPON ANY SUCH COMMENCEMENT OF A BANKRUPTCY PROCEEDING, UNLESS THE
FILING PARTY ELECTS TO CONTINUE TO PERFORM ALL OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, OR (II) IF NOT DELIVERED UNDER (I), THEN UPON A REJECTION OF THIS
AGREEMENT (OR THE EQUIVALENT) BY OR ON BEHALF OF THE FILING PARTY.
SECTION 10.3
MATERIAL BREACH.
FAILURE BY A PARTY TO COMPLY WITH ANY OF
ITS MATERIAL OBLIGATIONS CONTAINED HEREIN WILL ENTITLE THE PARTY NOT IN DEFAULT
TO GIVE TO THE DEFAULTING PARTY NOTICE SPECIFYING THE NATURE OF THE MATERIAL
BREACH, REQUIRING THE DEFAULTING PARTY TO MAKE GOOD OR OTHERWISE CURE SUCH
DEFAULT, AND STATING ITS INTENTION TO INVOKE THE PROVISIONS OF SECTION 14.4 IF
SUCH DEFAULT IS NOT CURED.
IF SUCH DEFAULT IS NOT CURED WITHIN 90 DAYS AFTER
THE RECEIPT OF SUCH NOTICE (OR, IF SUCH DEFAULT CANNOT BE CURED WITHIN SUCH
90-DAY PERIOD, IF THE PARTY IN DEFAULT DOES NOT COMMENCE ACTIONS TO CURE SUCH
DEFAULT WITHIN SUCH PERIOD AND THEREAFTER DILIGENTLY CONTINUE SUCH ACTIONS), THE
PARTY NOT IN DEFAULT WILL BE ENTITLED, WITHOUT PREJUDICE TO ANY OF ITS OTHER
RIGHTS CONFERRED ON IT BY THIS AGREEMENT, TO INVOKE THE PROVISIONS OF
SECTION 14.4; PROVIDED, HOWEVER, THAT IN THE EVENT OF A GOOD FAITH DISPUTE WITH
RESPECT TO THE EXISTENCE OF A MATERIAL BREACH, THE 90-DAY CURE PERIOD WILL BE
STAYED UNTIL SUCH TIME AS THE DISPUTE IS RESOLVED PURSUANT TO SECTION 14.4
HEREOF.
SECTION 10.4
CONSEQUENCES OF EXPIRATION OR TERMINATION.
10.4.1
LICENSES.
UPON EXPIRATION OF THE TERM OR UPON TERMINATION OF THIS
AGREEMENT IN ITS ENTIRETY BY EITHER PARTY PURSUANT TO SECTION 10.3, OR BY ISIS
PURSUANT TO SECTION 10.2 AND UPON PAYMENT OF ALL AMOUNTS OWED PURSUANT TO THIS
AGREEMENT, THE LICENSES