AND WILL NOT
MAKE ANY COMMITMENT TO OTHERS INCONSISTENT OR IN DEROGATION OF SUCH RIGHT.
2.
THAT IT HAS NO KNOWLEDGE OF ANY ACTION, SUIT, OR PROCEEDING,
WHETHER PENDING OR THREATENED, WHICH MAY HAVE AN ADVERSE EFFECT UPON THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
3.
BY ENTERING INTO THIS AGREEMENT, IT WILL NOT RESULT IN A BREACH
OF OR CONSTITUTE A DEFAULT UNDER, ANY OTHER EXISTING AGREEMENTS, CONTRACT OR
OTHER DOCUMENT TO WHICH IT IS A PARTY.
9.
CHANGE OF CONTROL OF VTAL.
IF ANOTHER ENTITY OR COMPANY ACQUIRES
50% OR MORE OF VTAL DURING ANY TIME WHEN THIS AGREEMENT IS IN EFFECT, VTAL WILL
HAVE THE RIGHT TO ASSIGN THE AGREEMENT SO LONG AS THE ACQUIRING COMPANY AGREES
TO ASSUME THE ROYALTY PAYMENT STRUCTURE OF THE AGREEMENT.
UPON THE EFFECTIVE
DATE OF ANY CHANGE IN CONTROL, HOWEVER, THE MINIMUM ROYALTY PAYMENT REQUIRED
UNDER PARAGRAPH 4 (B) OF THIS AGREEMENT SHALL BE INCREASED BY $
,
UNLESS THE ACQUIRING COMPANY IS ALREADY LICENSED UNDER ANY OF THE PATENTS.
10.
TERM AND TERMINATION.
THE LICENSE GRANTED UNDER THIS AGREEMENT IS
PERPETUAL.
THE OBLIGATION TO PAY ROYALTIES UNDER THIS AGREEMENT SHALL TERMINATE
ON THE 10TH ANNIVERSARY OF THIS AGREEMENT, UNLESS THE PATENTS ARE FOUND INVALID
OR UNENFORCEABLE IN A FINAL, NON-APPEALABLE JUDGMENT ENTERED IN A COURT OF THE
UNITED STATES.
A.
VTAL AGREES THAT IT WILL NOT COOPERATE WITH, ASSIST IN, OR
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF ANY OF THE PATENTS TO THE EXTENT
LICENSED HEREUNDER SO LONG AS THIS AGREEMENT REMAINS IN EFFECT.
IT SHALL NOT BE
A BREACH OF THE FOREGOING OBLIGATION TO SATISFY THE REQUIREMENTS OF LAW,
INCLUDING ACTIONS TAKEN TO COMPLY WITH THE LAWFUL ORDERS OR PROCESSES OF COURTS
AND OTHER GOVERNMENT AGENCIES.
IF VTAL RECEIVES ANY SUBPOENA OR OTHER LEGAL
PROCESS THAT PURPORTS TO REQUIRE OR COMPEL SUCH COOPERATION, ASSISTANCE, OR
CHALLENGE, VTAL SHALL GIVE PDX PROMPT WRITTEN NOTICE THEREOF.
DURING THE TERM
OF THIS AGREEMENT OR SO LONG AS VTAL IS PAYING ROYALTIES UNDER THIS AGREEMENT,
PDX AGREES TO VIGOROUSLY ENFORCE ITS RIGHT UNDER THE PATENTS.
B.
VTAL reserves the right to terminate this Agreement at any time
and cease paying royalties hereunder, upon written notice to PDx.
In the event
of such termination, PDx has the right to enforce the Patents against VTAL in
any proceeding.
C.
SHOULD VTAL FAIL TO FULFILL IN ANY MATERIAL RESPECT ANY OF
ITS OBLIGATIONS UNDER THIS AGREEMENT, WHICH FAILURE SHALL REMAIN UNCURED FOR 30
DAYS FOLLOWING WRITTEN NOTICE THEREOF FROM PDX TO VTAL, PDX SHALL BE ENTITLED TO
TERMINATE THIS AGREEMENT UPON WRITTEN NOTICE TO VTAL.
11.
SURVIVAL.
THE FOLLOWING OBLIGATIONS SURVIVE THE TERMINATION OF
THIS AGREEMENT.
A.
VTAL'S OBLIGATION UNDER PARAGRAPH 5 OF THIS AGREEMENT TO MAINTAIN
TRUE, CORRECT, AND ACCURATE REPORTS COVERING THE TIME PERIOD UP TO THE DATE OF
TERMINATION, SO THAT PDX CAN, AS REQUESTED, AUDIT THOSE REPORTS;
B.
PDX' S RIGHT TO RECEIVE PAYMENTS, FEES, AND ROYALTIES ACCRUED OR
ACCRUABLE FOR PAYMENT PRIOR TO SUCH TERMINATION;
C.
ANY CAUSE OF ACTION OR CLAIM