OBLIGATION UNDER
THIS AGREEMENT THAT REMAINS UNCURED * (*) DAYS (* (*) DAYS IN THE EVENT THAT THE
BREACH IS A FAILURE OF EITHER PARTY TO MAKE ANY PAYMENT REQUIRED HEREUNDER)
AFTER THE NON-BREACHING PARTY FIRST GIVES WRITTEN NOTICE TO THE OTHER PARTY OF
SUCH BREACH AND ITS INTENT TO TERMINATE THIS AGREEMENT IF SUCH BREACH IS NOT
CURED.
9.2.3
TERMINATION FOR INSOLVENCY.
IN THE EVENT THAT EITHER PARTY FILES
FOR PROTECTION UNDER BANKRUPTCY LAWS, MAKES AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, APPOINTS OR SUFFERS APPOINTMENT OF A RECEIVER OR TRUSTEE OVER ALL OR
SUBSTANTIALLY ALL OF ITS PROPERTY, FILES A PETITION UNDER ANY BANKRUPTCY OR
INSOLVENCY ACT OR HAS ANY SUCH PETITION FILED AGAINST IT WHICH IS NOT DISCHARGED
WITHIN * (*) DAYS OF THE FILING THEREOF, THEN THE OTHER PARTY MAY TERMINATE THIS
AGREEMENT EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO SUCH PARTY.
IN
CONNECTION THEREWITH, ALL RIGHTS AND LICENSES GRANTED UNDER THIS AGREEMENT ARE,
AND SHALL BE DEEMED TO BE, FOR PURPOSES OF SECTION 365(N) OF THE UNITED STATES
BANKRUPTCY CODE, LICENSES OF RIGHTS TO "INTELLECTUAL PROPERTY" AS DEFINED UNDER
SECTION 101(35A) OF THE UNITED STATES BANKRUPTCY CODE.
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9.3
Consequences of Termination of Agreement.
In the event of the
termination of this Agreement pursuant to Section 9.2, the following provisions
shall apply, as applicable.
9.3.1
TERMINATION BY ARQULE UNDER 9.2.1(B), 9.2.2 OR 9.2.3 OR BY DS UNDER
SECTION 9.2.1(A).
IF THIS AGREEMENT IS TERMINATED BY DS PURSUANT TO
SECTION 9.2.1(A) OR BY ARQULE PURSUANT TO SECTION 9.2.1(B), 9.2.2 OR 9.2.3:
(A)
ALL LICENSES AND RIGHTS GRANTED TO DS, INCLUDING WITHOUT
LIMITATION, ALL LICENSES GRANTED TO DS UNDER ARTICLE 6, SHALL IMMEDIATELY
TERMINATE AND ARQULE SHALL NO LONGER BE SUBJECT TO ANY OBLIGATIONS UNDER
SECTION 6.4.1;
(B)
DS SHALL CONTINUE TO BE SUBJECT TO THE OBLIGATIONS SET FORTH IN
SECTION 6.4.2 FOR ONE (1) YEAR FOLLOWING SUCH TERMINATION;
(C)
EACH PARTY SHALL PROMPTLY RETURN ALL CONFIDENTIAL INFORMATION AND
PROPRIETARY MATERIALS OF THE OTHER PARTY THAT ARE NOT SUBJECT TO A CONTINUING
LICENSE HEREUNDER; PROVIDED, THAT, EACH PARTY MAY RETAIN ONE COPY OF THE
CONFIDENTIAL INFORMATION OF THE OTHER PARTY IN ITS ARCHIVES SOLELY FOR THE
PURPOSE OF ESTABLISHING THE CONTENTS THEREOF AND ENSURING COMPLIANCE WITH ITS
OBLIGATIONS HEREUNDER;
(D)
WITH RESPECT TO A TERMINATION OF THIS AGREEMENT BY DS PURSUANT TO
SECTION 9.2.1(A) ONLY, FROM THE PERIOD COMMENCING ON THE DATE THAT ARQULE
RECEIVES THE NOTICE DESCRIBED IN SECTION 9.2.1(A), DS SHALL (I) RELINQUISH ITS
RIGHT TO REPRESENTATION ON ANY COMMITTEE THAT IS FORMED UNDER THIS AGREEMENT AND
(II) ALL DECISIONS THAT WERE DESIGNATED AS DS DECISIONS, JOINT DECISIONS AND
UNANIMOUS DECISIONS SHALL BE MADE SOLELY BY ARQULE;
(E)
UPON REQUEST OF ARQULE, DS SHALL PROMPTLY, AND IN ANY EVENT WITHIN
SIXTY (60) DAYS AFTER ARQULE'S REQUEST (WHICH REQUEST MAY SPECIFY ANY OR ALL OF
THE ACTIONS IN CLAUSES (I) THROUGH (XII);
(I)
ASSIGN TO ARQULE, FREE OF CHARGE, THE OWNERSHIP OF ALL PRODUCT
TRADEMARKS APPLICABLE TO LICENSED PRODUCTS; PROVIDED THAT AFTER SUCH ASSIGNMENT
ARQULE SHALL