[***] LICENSED PRODUCTS, ON AN ANNUALIZED BASIS.
7.2.2
TERMINATION FOR BREACH.
EXCEPT AS SET FORTH
HEREIN, EITHER PARTY MAY TERMINATE THIS AGREEMENT, EFFECTIVE IMMEDIATELY UPON
WRITTEN NOTICE TO THE OTHER PARTY, FOR A BREACH BY THE OTHER PARTY OF ANY
MATERIAL TERM OF THIS AGREEMENT THAT REMAINS UNCURED NINETY (90) DAYS
(FORTY-FIVE (45) DAYS IN THE EVENT THAT THE BREACH IS A FAILURE OF ORAL DNA TO
MAKE ANY PAYMENT WHEN REQUIRED HEREUNDER) AFTER THE NON-BREACHING PARTY FIRST
GIVES WRITTEN NOTICE OF SUCH BREACH TO THE OTHER PARTY.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY SET FORTH HEREIN, (A) IF THE ASSERTED BREACH IS CURED
OR SHOWN TO BE NON-EXISTENT TO THE REASONABLE SATISFACTION OF BOTH PARTIES
WITHIN THE APPLICABLE CURE PERIOD, THE NOTICE OF BREACH HEREUNDER SHALL BE
DEEMED AUTOMATICALLY WITHDRAWN; AND (B) A MATERIAL BREACH BY A PARTY SHALL NOT
GIVE RISE TO THE TERMINATION RIGHT UNDER THIS SECTION 7.2.2 TO THE EXTENT SUCH
MATERIAL BREACH ARISES FROM A FORCE MAJEURE EVENT AS DESCRIBED IN SECTION 10.11;
PROVIDED, THAT, THE PARTY BREACHING THIS AGREEMENT SHALL HAVE THE BURDEN OF
DEMONSTRATING THE OCCURRENCE OF A FORCE MAJEURE, THE RECOGNITION OF WHICH SHALL
NOT BE UNREASONABLY WITHHELD BY THE OTHER PARTY.
NOTWITHSTANDING THE FOREGOING,
A PARTY MAY NOT TERMINATE THIS AGREEMENT PURSUANT TO THIS SECTION 7.2.2 AT A
TIME WHEN SUCH PARTY HAS COMMITTED A BREACH OF A MATERIAL TERM OF THIS AGREEMENT
WHICH REMAINS UNCURED.
7.2.3
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 ITS PROPERTY, FILES A PETITION UNDER ANY BANKRUPTCY OR INSOLVENCY
ACT OR HAS ANY SUCH PETITION FILED AGAINST IT WHICH IS NOT DISCHARGED WITHIN
SIXTY (60) 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 OF THE UNITED STATES BANKRUPTCY CODE.
IN THE EVENT THAT EITHER
PARTY UNDERGOES A VOLUNTARY DISSOLUTION OR WINDING-UP OF ITS AFFAIRS, THEN THE
OTHER PARTY MAY TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY UPON WRITTEN
NOTICE TO SUCH PARTY.
7.3
CONSEQUENCES OF TERMINATION OF AGREEMENT.
IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 7.2, THE
FOLLOWING PROVISIONS SHALL APPLY, AS APPLICABLE.
7.3.1
TERMINATION BY ILI UNDER SECTION 7.2.1.
IF THIS
AGREEMENT IS TERMINATED BY ILI PURSUANT TO SECTION 7.2.1:
(A)
THE LICENSE GRANTED BY ILI TO ORAL DNA
PURSUANT TO SECTION 2.1 SHALL IMMEDIATELY TERMINATE; AND
(B)
THE LICENSE GRANTED BY ORAL DNA TO ILI
PURSUANT TO SECTION 2.3 SHALL SURVIVE; AND
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Securities