DISCLOSURE BY SANDOZ PERMITTED HEREUNDER
WHICH REFERS TO MOMENTA IP OR THE JOINT COLLABORATION IP, SANDOZ SHALL IDENTIFY
MOMENTA AS THE INVENTOR, CO-INVENTOR, ORIGINATOR, OWNER, CO-OWNER AND/OR
LICENSEE, AS APPROPRIATE, OF SUCH MOMENTA IP OR JOINT COLLABORATION IP.
IN ANY
DISCLOSURE BY MOMENTA PERMITTED HEREUNDER WHICH REFERS TO SANDOZ IP OR JOINT
COLLABORATION IP, MOMENTA SHALL IDENTIFY SANDOZ AS THE INVENTOR, CO-INVENTOR,
ORIGINATOR, OWNER, CO-OWNER AND/OR LICENSEE, AS APPROPRIATE, OF SUCH SANDOZ IP
OR JOINT COLLABORATION IP.
10.6.
EQUITABLE RELIEF.
THE RECEIVING PARTY AGREES THAT ANY BREACH OF
THIS ARTICLE 10 MAY CAUSE THE DISCLOSING PARTY SUBSTANTIAL AND IRREPARABLE
INJURY AND, THEREFORE, IN THE EVENT OF ANY SUCH BREACH, IN ADDITION TO OTHER
REMEDIES THAT MAY BE AVAILABLE, THE DISCLOSING PARTY SHALL HAVE THE RIGHT TO
SPECIFIC PERFORMANCE AND OTHER INJUNCTIVE AND EQUITABLE RELIEF.
10.7.
SURVIVAL.
THE CONFIDENTIALITY AND NONDISCLOSURE OBLIGATIONS OF
THIS ARTICLE 10 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT
AND REMAIN IN EFFECT FOR A PERIOD OF TEN (10) YEARS FOLLOWING THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
FOR THE SAKE OF CLARITY, IF ANY ITEM OF
"CONFIDENTIAL INFORMATION" (AS DEFINED IN THE EXISTING US LOVENOX AGREEMENT) IS
ALSO CONSIDERED CONFIDENTIAL INFORMATION HEREUNDER, THEN, TO THE EXTENT THAT ANY
PROVISION OF ARTICLE 10 OF THE EXISTING US LOVENOX AGREEMENT CONFLICTS WITH ANY
PROVISION OF ARTICLE 10 IN THIS AGREEMENT, THEN SUCH PROVISION IN THIS ARTICLE
10 SHALL CONTROL AND, FOR THE SAKE OF CLARITY, SUCH CONFIDENTIAL INFORMATION
SHALL BE PROTECTED FOR THE LONGER OF TEN (10) YEARS FOLLOWING THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT OR OF THE EXISTING US LOVENOX AGREEMENT.
11.
TERM & TERMINATION
11.1.
TERM.
THE TERM OF THIS AGREEMENT (THE "TERM") SHALL BEGIN ON THE
EFFECTIVE DATE AND CONTINUE THROUGHOUT THE DEVELOPMENT AND COMMERCIALIZATION OF
THE PRODUCTS UNTIL THE LAST SALE OF THE PRODUCTS BY SANDOZ, ITS AFFILIATES OR
DISTRIBUTORS, OR SUBLICENSEES APPROVED BY THE
54
PARTIES, ANYWHERE IN THE RELEVANT TERRITORY, UNLESS EARLIER TERMINATED BY EITHER
PARTY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT.
11.2.
TERMINATION FOR CAUSE.
11.2.1.
EITHER PARTY MAY TERMINATE THIS AGREEMENT, IN WHOLE OR, IN ITS
DISCRETION, SOLELY WITH RESPECT TO THE RELEVANT PRODUCT IF THE RELEVANT BREACH
RELATES TO SUCH PRODUCT, UPON NINETY (90) DAYS' PRIOR WRITTEN NOTICE TO THE
OTHER PARTY UPON ANY MATERIAL BREACH OF THIS AGREEMENT BY SUCH OTHER PARTY;
PROVIDED THAT SUCH TERMINATION SHALL BECOME EFFECTIVE ONLY IF SUCH OTHER PARTY
FAILS TO CURE SUCH BREACH WITHIN [**] DAYS AFTER RECEIVING SUCH NOTICE.
IF
SANDOZ SHALL TERMINATE A GLYCOPROTEIN PRODUCT PURSUANT TO THIS SECTION 11.2.1,
SANDOZ MAY SPECIFY IN THE NOTICE OF TERMINATION THAT IT CHOOSES TO RETAIN THE
LICENSES GRANTED TO SANDOZ UNDER ARTICLE 2 WITH RESPECT TO THE TERMINATED
GLYCOPROTEIN PRODUCT.
11.2.2.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, EITHER PARTY MAY
TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY WITH WRITTEN NOTICE IF THE OTHER
PARTY SHALL FILE FOR BANKRUPTCY, SHALL BE ADJUDICATED BANKRUPT, SHALL FILE A
PETITION UNDER INSOLVENCY LAWS, SHALL BE DISSOLVED OR SHALL HAVE A RECEIVER
APPOINTED