OF FILING, OR IF SUCH
PARTY MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, OR SUBSTANTIALLY ALL OF
THE ASSETS OF SUCH PARTY ARE SEIZED OR ATTACHED AND NOT RELEASED WITHIN SIXTY
(60) DAYS THEREAFTER, THE OTHER PARTY, TO THE EXTENT PERMITTED UNDER APPLICABLE
LAW, MAY IMMEDIATELY TERMINATE THIS AGREEMENT EFFECTIVE UPON NOTICE OF SUCH
TERMINATION.
8.4
TERMINATION BY JUVARIS.
JUVARIS MAY TERMINATE THIS AGREEMENT FOR
ANY BUSINESS REASON UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO VALENTIS.
FOR
CLARITY, ANY SUCH TERMINATION BY JUVARIS UNDER THIS SECTION 8.4 SHALL NOT
RELIEVE JUVARIS OF ITS OBLIGATION TO PAY TO VALENTIS THE AMOUNT SET FORTH IN
SECTION 2.1 ABOVE ON THE DATE SET FORTH THEREIN.
9
8.5
EFFECT OF TERMINATION.
(A)
ACCRUED RIGHTS AND OBLIGATIONS.
TERMINATION OF THIS AGREEMENT FOR
ANY REASON SHALL NOT RELEASE ANY PARTY HERETO FROM ANY LIABILITY WHICH, AT THE
TIME OF SUCH TERMINATION, HAS ALREADY ACCRUED TO THE OTHER PARTY OR WHICH IS
ATTRIBUTABLE TO A PERIOD PRIOR TO SUCH TERMINATION NOR PRECLUDE EITHER PARTY
FROM PURSUING ANY RIGHTS AND REMEDIES IT MAY HAVE HEREUNDER OR AT LAW OR IN
EQUITY WITH RESPECT TO ANY BREACH OF THIS AGREEMENT.
IT IS UNDERSTOOD AND
AGREED THAT MONETARY DAMAGES MAY NOT BE A SUFFICIENT REMEDY FOR ANY BREACH OF
THIS AGREEMENT AND THAT THE NONBREACHING PARTY MAY BE ENTITLED TO INJUNCTIVE
RELIEF AS A REMEDY FOR ANY SUCH BREACH. SUCH REMEDY SHALL NOT BE DEEMED TO BE
THE EXCLUSIVE REMEDY FOR ANY SUCH BREACH OF THIS AGREEMENT, BUT SHALL BE IN
ADDITION TO ALL OTHER REMEDIES AVAILABLE AT LAW OR IN EQUITY.
(B)
RETURN OF CONFIDENTIAL INFORMATION.
UPON ANY TERMINATION OF THIS
AGREEMENT, JUVARIS AND VALENTIS SHALL PROMPTLY RETURN TO THE OTHER PARTY ALL
CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION, ANY KNOW-HOW RECEIVED
FROM THE OTHER PARTY (EXCEPT VALENTIS MAY RETAIN COPIES OF ANY REPORTS OR
RECORDS FURNISHED PURSUANT TO ARTICLES 2 AND 4).
(C)
LICENSES.
EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 8, ALL
LICENSES GRANTED HEREUNDER SHALL TERMINATE UPON THE TERMINATION OF THIS
AGREEMENT.
8.6
SURVIVAL.
SECTIONS 2.6, 7.3, 8.4 AND 8.5, ARTICLES 1, 5, 7, AND 9
OF THIS AGREEMENT SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT
FOR ANY REASON.
ANY SUBLICENSES GRANTED BY JUVARIS UNDER AND IN ACCORDANCE WITH
THE TERMS OF ARTICLE 2 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.
ARTICLE 9.
MISCELLANEOUS PROVISIONS
9.1
GOVERNING LAWS.
THIS AGREEMENT AND ANY DISPUTE, INCLUDING WITHOUT
LIMITATION ANY ARBITRATION, ARISING FROM THE PERFORMANCE OR BREACH HEREOF SHALL
BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES.
9.2
ASSIGNMENT.
NEITHER PARTY MAY TRANSFER OR ASSIGN THIS AGREEMENT,
DIRECTLY OR INDIRECTLY, OR ANY OF ITS RIGHTS HEREUNDER WITHOUT THE PRIOR WRITTEN
CONSENT, WHICH SHALL NOT BE REASONABLY WITHHELD, OF THE OTHER PARTY, OTHER THAN
(A) TO ONE OR MORE AFFILIATES, OR (B) TO A SUCCESSOR IN CONNECTION WITH THE
TRANSFER OR SALE OF ALL OR SUBSTANTIALLY ALL OF ITS BUSINESS