7.2 SHALL BE ON A COUNTRY-BY-COUNTRY AND
LICENSED PRODUCT-BY-LICENSED PRODUCT BASIS (AND NOT FOR THIS AGREEMENT AS A
WHOLE) IF THE MATERIAL BREACH GIVING RISE TO TERMINATION IS SPECIFIC TO ONE OR
MORE COUNTRIES OR ONE OR MORE LICENSED PRODUCTS (E.G., A ROYALTY DISPUTE FOR ONE
LICENSED PRODUCT IN ONE OR MORE COUNTRIES).
7.3
TERMINATION BY AVANT.
AVANT MAY TERMINATE THIS AGREEMENT ON A LICENSED
PRODUCT-BY-LICENSED PRODUCT OR COUNTRY-BY-COUNTRY BASIS OR IN ITS ENTIRETY OR AS
TO ANY PARTICULAR SELECT PATENT AT ANY TIME BY GIVING AT LEAST SIXTY
18
(60) DAYS WRITTEN NOTICE OF SUCH TERMINATION TO SELECT.
FROM AND AFTER THE
EFFECTIVE DATE OF A TERMINATION WITH RESPECT TO A SELECT PATENT, SUCH SELECT
PATENT IN THE PARTICULAR COUNTRY SHALL CEASE TO BE WITHIN THE LICENSED SUBJECT
MATTER FOR ALL PURPOSES OF THIS AGREEMENT.
7.4
TERMINATION FOR BANKRUPTCY.
AVANT SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT FORTHWITH BY WRITTEN NOTICE TO SELECT IF SELECT IS DECLARED INSOLVENT
OR BANKRUPT BY A COURT OF COMPETENT JURISDICTION, IF A VOLUNTARY OR INVOLUNTARY
PETITION IN BANKRUPTCY IF FILED IN ANY COURT OF COMPETENT JURISDICTION AGAINST
SELECT AND SUCH PETITION IS NOT DISMISSED WITHIN NINETY (90) DAYS AFTER FILING,
OR IF SELECT SHALL MAKE OR EXECUTE AN ASSIGNMENT OF SUBSTANTIALLY ALL OF ITS
ASSETS FOR THE BENEFIT OF CREDITORS.
7.5
EFFECT OF TERMINATION. UPON A TERMINATION OF THIS AGREEMENT UNDER SECTION
7.2 BY SELECT, OR UNDER SECTION 7.3 BY AVANT, ALL RIGHTS AND OBLIGATIONS OF
SELECT AND AVANT SHALL TERMINATE, EXCEPT AS PROVIDED IN SECTION 7.6, PROVIDED
THAT THAT IN THE CASE THAT SUCH TERMINATION SHALL RELATE TO ONE OR MORE
COUNTRIES OR ONE OR MORE LICENSED PRODUCTS RATHER THAN THIS AGREEMENT IN ITS
ENTIRETY, THE RIGHTS AND OBLIGATIONS OF SELECT AND AVANT SHALL TERMINATE WITH
RESPECT TO SUCH TERMINATED COUNTRIES AND TERMINATED LICENSED PRODUCTS ONLY.
7.6
SURVIVING RIGHTS.
SUBJECT TO AND WITHOUT LIMITING ANYTHING CONTAINED IN
SECTION 7.5, SECTIONS 1,4, 7.5, 7.7, 7.8, 8, 10, 11.5, 12 AND 13SHALL SURVIVE
THE EXPIRATION AND ANY TERMINATION OF THIS AGREEMENT FOR ANY REASON.
EXCEPT AS
PROVIDED IN SECTION 7.5 AND THIS SECTION 7.6, ALL OTHER PROVISIONS OF THIS
AGREEMENT SHALL TERMINATE UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
7.7
ACCRUED RIGHTS, SURVIVING OBLIGATIONS.
TERMINATION, RELINQUISHMENT OR
EXPIRATION OF THE AGREEMENT FOR ANY REASON SHALL BE WITHOUT PREJUDICE TO ANY
OBLIGATIONS WHICH SHALL HAVE ACCRUED PRIOR TO SUCH TERMINATION, RELINQUISHMENT
OR EXPIRATION, INCLUDING, WITHOUT LIMITATION, THE PAYMENT OBLIGATIONS UNDER
SECTIONS 2.5 AND 4 HEREOF AND ANY AND ALL DAMAGES ARISING FROM ANY BREACH
HEREUNDER.
SUCH TERMINATION, RELINQUISHMENT OR EXPIRATION SHALL NOT RELIEVE
EITHER PARTY FROM OBLIGATIONS THAT ARE EXPRESSLY INDICATED TO SURVIVE
TERMINATION OR EXPIRATION OF THE AGREEMENT.
7.8
TERMINATION NOT SOLE REMEDY.
TERMINATION IS NOT THE SOLE REMEDY UNDER
THIS AGREEMENT AND, WHETHER OR NOT TERMINATION IS EFFECTED, ALL OTHER REMEDIES
WILL REMAIN AVAILABLE EXCEPT AS AGREED TO OTHERWISE HEREIN.
7.9
SALE OF REMAINING LICENSED PRODUCTS.
IF THIS AGREEMENT IS TERMINATED FOR
ANY CAUSE, AVANT MAY SELL ALL LICENSED PRODUCTS