definiens: shall mean total direct and indirect costs associated with the manufaoturing and preparation of the Product COJillUOJtl treated as mauufacturiu costs under ' GAAP 5 ) Term and Termination : 5.1 Initial Tel11l and Extensions . The of this Agreement shall begin on the Effective Date and shall continue for 3 years . Subsequent to the initial Teml, this Agreement shall be automatically extended thereafter for one ( I ) year periods unless notice of intention not to extend this Agreement is communicated in accordance with Section 13.7 at least six ( 6 ) months prior to the then cun'ent expiration date . Upon expiration of the Initial Term or any subsequent one year extension teml, ACLARA shall be entitled to ( a ) reasonable tennination charges for costs incurred up to the date of expiration by ACLARA for outstanding orders of Product by [COMPANY] or other Ordering Entity, ( b ) share all Fights iu iutellectual pro erty develo ed . oiutjy b [COMPANY], its bates CL in the course orits perfonuanc e under this Agreement, ( c ) a transfer of all rights in promotional materials, intel11et content, samples, customer lists, and marketing material relating to Product which are developed by [COMPANY] and its Affiliates in the course of its performance under this Agreement, ( d ) the right to negotiate in good faith a world - wide license, with the right to sublicense, to rights ill trademarks used in cOfU1ection with marketing and sale of Product, and ( e ) the right to negotiate in good faith with [COMPANY] to obtain a royalty - free license to use ana disclose certail ConiidentiallufomlatiOJl received frOID [COMPANY] for tbe wpose of continuing cOJrunercialization and develo ment of Product, provided that ACLARA shall disclose such Confidential Infol11lation to any third party under terms of confidentiality that are at least as strict as those provided in Article 2 above