AMOUNTS SHALL
ACCRUE INTEREST AT THE LOWER OF (A) ONE-AND-ONE-HALF PERCENT (1.5%) PER MONTH OR
(B) THE MAXIMUM INTEREST RATE PERMITTED BY APPLICABLE LAW.
6.
TERMINATION
6.1.
TERM.
THIS AGREEMENT SHALL BECOME EFFECTIVE ON THE EFFECTIVE DATE
AND CONTINUE IN FORCE AND EFFECT UNTIL TERMINATED IN ACCORDANCE WITH THIS
SECTION 6 (SUCH PERIOD OF TIME, THE "TERM").
6.2.
CHANGE OF CONTROL.
THIS AGREEMENT SHALL IMMEDIATELY TERMINATE
WITHOUT ANY NEED FOR ACTION ON THE PART OF EITHER PARTY UPON A CHANGE OF
CONTROL.
LICENSEE SHALL PROVIDE LICENSOR WRITTEN NOTICE OF (A) ANY CHANGE OF
CONTROL OR (B) ANY CONTRACT OR AGREEMENT THAT CONTEMPLATES ANY CHANGE OF CONTROL
TO WHICH LICENSEE OR ANY OF ITS AFFILIATES IS OR WILL BE A PARTY.
6.3.
FOR CAUSE.
EITHER PARTY MAY TERMINATE THIS AGREEMENT UPON WRITTEN
NOTICE TO THE OTHER PARTY IF THE OTHER PARTY BREACHES THIS AGREEMENT OR THE SPA
AND DOES NOT CURE SUCH BREACH WITHIN THIRTY (30) DAYS OF RECEIPT OF SUCH NOTICE.
6.4.
FOR BANKRUPTCY.
LICENSOR MAY TERMINATE THIS AGREEMENT IN THE
EVENT THAT LICENSEE CEASES DOING BUSINESS, IS THE SUBJECT OF A VOLUNTARY
BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING, IS THE SUBJECT OF AN INVOLUNTARY
BANKRUPTCY, INSOLVENCY, OR SIMILAR PROCEEDING THAT IS NOT DISMISSED WITHIN SIXTY
(60) DAYS OF FILING, MAKES AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS, BECOMES
UNABLE TO PAY ITS DEBTS WHEN DUE OR ENTERS INTO AN AGREEMENT WITH ITS CREDITORS
PROVIDING FOR THE EXTENSION OR COMPOSITION OF DEBT.
6.5.
EFFECT OF TERMINATION.
UPON TERMINATION OF THIS AGREEMENT, ALL
RIGHTS GRANTED TO LICENSEE PURSUANT TO THIS AGREEMENT SHALL TERMINATE, INCLUDING
THE LICENSE GRANTED IN
4
SECTION 2.1.
UPON ANY SUCH TERMINATION, LICENSEE SHALL PROMPTLY RETURN OR
DESTROY ALL MATERIALS, SAMPLES, DOCUMENTS, INFORMATION OR OTHER MATERIALS
OBTAINED FROM LICENSOR THAT EMBODY OR DISCLOSE ANY LICENSED TECHNOLOGY OR
CONFIDENTIAL INFORMATION.
NO TERMINATION OF THIS AGREEMENT SHALL RELIEVE EITHER
PARTY FROM ANY OBLIGATIONS THAT ACCRUED PRIOR TO THE DATE OF SUCH TERMINATION.
NOTWITHSTANDING THE FOREGOING, SECTIONS 3, 4, 5, 7, 8, AND 9 OF THIS AGREEMENT
SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
7.
CONFIDENTIALITY
7.1.
WITHOUT LIMITING SECTION 12.4 OF THE SPA, DURING THE TERM AND FOR
TWO (2) YEARS THEREAFTER, ALL CONFIDENTIAL INFORMATION DISCLOSED BY LICENSOR TO
LICENSEE IN CONNECTION WITH THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT SHALL
NOT BE USED BY LICENSEE EXCEPT IN CONNECTION WITH THE ACTIVITIES AND LICENSES
CONTEMPLATED BY THIS AGREEMENT, SHALL BE MAINTAINED IN CONFIDENCE BY LICENSEE
UNDER REASONABLE MEASURES NO LESS PROTECTIVE THAN THOSE MEASURES USED BY
LICENSEE TO PROTECT ITS OWN CONFIDENTIAL INFORMATION, AND SHALL NOT OTHERWISE BE
DISCLOSED BY LICENSEE TO ANY OTHER PERSON.
7.2.
NOTWITHSTANDING SECTION 7.1, LICENSEE MAY DISCLOSE THE RELEVANT
ASPECTS OF THE LICENSOR'S CONFIDENTIAL INFORMATION TO ITS OFFICERS, AGENTS,
EMPLOYEES AND CONTRACTORS TO THE EXTENT THAT SUCH DISCLOSURE IS REASONABLY
NECESSARY FOR THE PERFORMANCE OF ITS DUTIES AND OBLIGATIONS UNDER THIS
AGREEMENT; PROVIDED THAT LICENSEE TAKES ALL REASONABLE MEASURES TO ENSURE THAT
SUCH CONFIDENTIAL INFORMATION IS NOT DISCLOSED OR DUPLICATED IN CONTRAVENTION OF
THE TERMS AND CONDITIONS