CAUSES OF
ACTION AND OTHER RIGHTS WHICH THE INDEMNIFYING PARTY MAY THEN HAVE AGAINST ANY
THIRD PARTY WITH RESPECT TO ANY CLAIM FOR WHICH INDEMNIFICATION IS PROVIDED
HEREUNDER.
ARTICLE 13:
ARTICLE 13
JOINT PUBLICITY
13.1
PUBLIC DISCLOSURE.
IF EITHER PARTY WISHES TO
MAKE A PUBLIC DISCLOSURE CONCERNING THIS AGREEMENT OR THE RELATIONSHIP
ESTABLISHED HEREUNDER AND SUCH DISCLOSURE MENTIONS THE OTHER PARTY BY NAME OR
DESCRIPTION, SUCH OTHER PARTY SHALL BE PROVIDED WITH AN ADVANCE COPY OF THE
DISCLOSURE AND SHALL HAVE TWO (2) BUSINESS DAYS WITHIN WHICH TO APPROVE OR
DISAPPROVE SUCH USE OR ITS NAME OF DESCRIPTION (INCLUDING MENTION OF THE NAME OF
THE PRODUCT); PROVIDED, HOWEVER: (A) APPROVAL SHALL NOT BE UNREASONABLY WITHHELD
BY EITHER PARTY; (B) FAILURE TO RESPOND WITHIN TWO (2) BUSINESS DAYS SHALL BE
DEEMED APPROVAL; AND (C) IF APPROVAL IS DENIED, NO DISCLOSURE SHALL USE THE NAME
OF OR OTHERWISE DESCRIBE SUCH PARTY EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE
LAWS, OR THE EXTENT THAT THE DESCRIPTION OF THE OTHER PARTY IS LIMITED TO PUBLIC
INFORMATION ABOUT THE AVAILABILITY OF UT PRODUCT.
13.2
FILINGS WITH SECURITIES AND EXCHANGE COMMISSION.
NOTWITHSTANDING THE FOREGOING, EACH PARTY ACKNOWLEDGES THAT BOTH PARTIES ARE, OR
ARE AFFILIATES OF, A PUBLICLY TRADED COMPANY AND EACH PARTY HEREBY CONSENTS TO
THE DISCLOSURE OF THIS AGREEMENT AND THE RELATIONSHIP BETWEEN THE PARTIES IN
THEIR RESPECTIVE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION AND
DISCLOSURES TO THEIR STOCKHOLDERS; PROVIDED, HOWEVER, THAT EACH PARTY SHALL USE
COMMERCIALLY REASONABLE EFFORTS NOT TO DISCLOSE THE SPECIFIC FINANCIAL TERMS AND
CONDITIONS OF THIS AGREEMENT EXCEPT WHEN SUCH DISCLOSURE IS REQUIRED BY
APPLICABLE LAWS OR BY THIS AGREEMENT.
ARTICLE 14:
FORCE MAJEURE
14.1
NOTICE.
A PARTY AFFECTED BY AN EVENT OF FORCE
MAJEURE SHALL PROMPTLY PROVIDE THE OTHER PARTY WITH WRITTEN NOTICE DESCRIBING
THE EVENT, ITS CAUSE AND FORESEEABLE DURATION, AND ITS POSSIBLE CONSEQUENCES
UPON PERFORMANCE UNDER THIS AGREEMENT.
14.2
SUSPENSION OF PERFORMANCE.
AFTER AN AFFECTED
PARTY HAS GIVEN NOTICE UNDER SECTION 15.1, THAT PARTY SHALL BE RELIEVED OF ANY
PERFORMANCE OBLIGATION UNDER THIS AGREEMENT FOR OBLIGATIONS WHICH THE FORCE
MAJEURE EVENT PREVENTS, BUT ONLY TO THE EXTENT AND ONLY FOR SO LONG AS THE FORCE
MAJEURE PREVENTS PERFORMANCE.
THE OTHER PARTY MAY LIKEWISE SUSPEND THE
PERFORMANCE OF ALL OR PART OF ITS OBLIGATIONS, EXCEPT FOR THE OBLIGATION TO PAY
ANY AMOUNT DUE AND OWING AND THOSE OBLIGATIONS SPECIFIED IN SECTION 16.4(C) OF
THIS AGREEMENT. NOTWITHSTANDING THE FOREGOING, UT SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO ALLOCATE AVAILABLE UT PRODUCT TO DISTRIBUTOR AT LEAST IN
PROPORTION TO DISTRIBUTOR'S HISTORICAL PURCHASES.
14.3
SUBSTITUTE PERFORMANCE.
IF DISTRIBUTOR IS
DELAYED BY AN EVENT OF FORCE MAJEURE, UT SHALL, AT ITS SOLE OPTION, ALLOW A
THIRD PARTY TO COVER THE SERVICES RELATED TO THE DISTRIBUTION OF UT PRODUCT THAT
DISTRIBUTOR WAS UNABLE TO COMPLETE DUE TO ITS DELAY AND SUCH THIRD PARTY SHALL
RECEIVE THE FEES DISTRIBUTOR WOULD HAVE RECEIVED DURING ITS PERIOD OF DELAY.
14.4
TERMINATION.
IF THE PERIOD OF FORCE MAJEURE
CONTINUES FOR MORE THAN SIXTY (60) DAYS, EITHER PARTY