DISSOLUTION OR CEASING TO CONDUCT BUSINESS AS A GOING CONCERN,
OR UPON TAKING ACTION TO DISSOLVE OR TO CEASE BUSINESS AS A GOING CONCERN.
14.4 TERMINATION FOR ONGOING FORCE MAJEURE.
IF ANY OF THE EVENTS DESCRIBED IN
SUBSECTION 8.2(E) OCCUR AND CONTINUE FOR A PERIOD OF IN EXCESS OF THIRTY (30)
DAYS, EITHER PARTY SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT UPON WRITTEN
NOTICE.
14.5 FAILURE TO OBTAIN REGULATORY APPROVALS.
VTAL MAY TERMINATE THIS AGREEMENT
IMMEDIATELY, WITH WRITTEN NOTICE, IF R2, AFTER DILIGENT EFFORTS, FAILS TO OBTAIN
FDA APPROVAL OR CE CERTIFICATION WITH RESPECT TO THE R2 PRODUCT ON, OR BEFORE,
SEPTEMBER 30, 2004.
R2 MAY TERMINATE THIS AGREEMENT, IMMEDIATELY, WITH WRITTEN
NOTICE, IF R2, AFTER DILIGENT EFFORTS, FAILS TO OBTAIN FDA OR CE CERTIFICATION
WITH RESPECT TO THE R2 PRODUCT ON, OR BEFORE, THE THIRD (3RD) ANNIVERSARY OF THE
EFFECTIVE DATE.
14.6 EFFECT OF TERMINATION.
(A)
ACCRUED OBLIGATIONS.
EXPIRATION OR 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.
(B)
MAINTENANCE.
EACH PARTY'S MAINTENANCE OBLIGATIONS THEN IN EFFECT WILL
CONTINUE IN FULL FORCE AND EFFECT WITH RESPECT TO EACH CUSTOMER, UNTIL SUCH
OBLIGATIONS EXPIRE BY THEIR TERMS.
(C)
CONTINUED RIGHT TO SELL.
UPON TERMINATION OF THIS AGREEMENT, R2 SHALL
HAVE THE RIGHT, AT ITS SOLE OPTION, TO PURCHASE ALL OR PART OF VTAL'S INVENTORY
OF THE R2 CAD THAT IS NOT ALREADY REQUIRED TO FULFILL ACCEPTED CUSTOMER PURCHASE
ORDERS, AT A PRICE EQUAL TO THE TRANSFER PRICE INVOICED TO VTAL.
IF R2 OPTS NOT
TO BUY BACK VTAL'S INVENTORY OF THE R2 PRODUCT, VTAL SHALL HAVE THE RIGHT TO
CONTINUE TO MARKET, DISTRIBUTE, AND SELL UNSOLD R2 PRODUCTS IN THE TERRITORY
PURSUANT TO THE TERMS HEREOF FOR AN ADDITIONAL PERIOD OF ONE HUNDRED EIGHTY
(180) DAYS AFTER NOTICE OF TERMINATION OF THIS AGREEMENT.
(D)
LIMITATION ON LIABILITY.
IN THE EVENT OF TERMINATION BY EITHER PARTY IN
ACCORDANCE WITH ANY OF THE PROVISIONS OF THIS AGREEMENT, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER BECAUSE OF SUCH TERMINATION, FOR COMPENSATION, REIMBURSEMENT
OR DAMAGES ON ACCOUNT OF THE LOSS OF PROSPECTIVE PROFITS OR ANTICIPATED SALES OR
ON ACCOUNT OF EXPENDITURES, INVESTMENTS, LEASES, INVENTORY OR COMMITMENTS IN
CONNECTION WITH THE BUSINESS OR GOODWILL OF R2 OR VTAL.
(E)
SURVIVAL.
THE PROVISIONS OF SECTIONS 1, 2.7, 3.4, 7.2(B), 8.10, 9.1,
10.1-10.7, 11.3, 12, 13, 14.6, 15 AND ANY PAYMENT OBLIGATIONS SHALL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON.
15.
GENERAL
15.1 ASSIGNMENT.
NEITHER PARTY MAY ASSIGN OR TRANSFER THIS AGREEMENT OR ANY OF
ITS RIGHTS AND OBLIGATION UNDER THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT
OF THE OTHER PARTY, EXCEPT THAT EITHER PARTY MAY ASSIGN THIS AGREEMENT IN