TERM.
THIS AGREEMENT SHALL COMMENCE ON THE
EFFECTIVE DATE AND CONTINUE FOR A PERIOD OF TWO (2) YEARS, UNLESS EXTENDED OR
SOONER TERMINATED AS SET FORTH IN THIS SECTION 7 (THE "TERM").
AT LEAST SIX (6)
MONTHS PRIOR TO THE END OF THE INITIAL TERM AND ANY EXTENSION THEREOF, THE JSC
SHALL ADVISE THE PARTIES AS TO WHETHER THE JSC BELIEVES THAT THE RESEARCH
PROGRAM SHOULD BE EXTENDED OR EXPANDED, BUT ANY EXTENSION OR EXPANSION SHALL
REQUIRE THE AGREEMENT OF THE PARTIES.
7.2.
TERMINATION.
7.2.1.
TERMINATION FOR BREACH.
IN THE EVENT THAT EITHER
PARTY DEFAULTS OR BREACHES ANY MATERIAL TERM OF THIS AGREEMENT ON ITS PART TO BE
PERFORMED OR OBSERVED, THE OTHER PARTY SHALL HAVE THE RIGHT TO TERMINATE THIS
AGREEMENT (A) BY GIVING THIRTY (30) DAYS' WRITTEN NOTICE TO THE DEFAULTING PARTY
IN THE CASE OF A BREACH OF ANY PAYMENT TERM OF THIS AGREEMENT AND (B) BY GIVING
SIXTY (60) DAYS' WRITTEN NOTICE TO THE DEFAULTING PARTY IN THE CASE OF ANY OTHER
BREACH; PROVIDED, HOWEVER, THAT IN THE CASE OF A DEFAULT OR BREACH CAPABLE OF
BEING CURED, IF THE SAID DEFAULTING PARTY SHALL CURE THE SAID DEFAULT OR BREACH
WITHIN SUCH NOTICE PERIOD AFTER THE SAID NOTICE SHALL HAVE BEEN GIVEN, THEN THE
SAID NOTICE SHALL NOT BE EFFECTIVE.
7.2.2.
TERMINATION FOR BANKRUPTCY.
IN THE EVENT THAT EITHER
PARTY FILES FOR PROTECTION UNDER BANKRUPTCY LAWS, MAKES AN ASSIGNMENT FOR THE
BENEFIT OF CREDITORS, APPOINTS OR
8
SUFFERS APPOINTMENT OF A RECEIVER OR TRUSTEE OVER ITS PROPERTY, FILES A PETITION
UNDER ANY BANKRUPTCY OR INSOLVENCY ACT OR HAS ANY SUCH PETITION FILED AGAINST IT
WHICH IS NOT DISCHARGED WITHIN SIXTY (60) DAYS OF THE FILING THEREOF, THEN THE
OTHER PARTY SHALL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO TERMINATE THIS
AGREEMENT EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO SUCH PARTY.
7.2.3.
TERMINATION BY ACCESS WITHOUT CAUSE.
ACCESS SHALL
HAVE THE RIGHT TO TERMINATE THIS AGREEMENT AND THE RESEARCH PROGRAM, WITHOUT
CAUSE, ON NOT LESS THAN THREE MONTHS' WRITTEN NOTICE TO IG.
IN THE EVENT THAT
ACCESS TERMINATES THIS AGREEMENT AND THE RESEARCH PROGRAM WITHOUT CAUSE UNDER
THIS PARAGRAPH, ACCESS SHALL PAY TO IG (I) ALL INSTALLMENT PAYMENTS DUE UNDER
SECTION 2.3.1 ABOVE THROUGH THE EFFECTIVE DATE OF SUCH TERMINATION, WITH THE
FINAL INSTALLMENT PRO-RATED FROM THE PREVIOUS PAYMENT TO THE DATE OF
TERMINATION; AND (II) ALL FIXED, NON-CANCELABLE COSTS OR EXPENSES ACTUALLY
INCURRED BY IG AS REQUIRED TO PERFORM THE RESEARCH PROGRAM.
7.3.
SURVIVING PROVISIONS.
TERMINATION OF THIS
AGREEMENT FOR ANY REASON SHALL BE WITHOUT PREJUDICE TO RIGHTS WHICH EXPRESSLY
SURVIVE TERMINATION IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION, THE RIGHTS AND OBLIGATIONS OF THE PARTIES PROVIDED IN
SECTIONS 3, 4, 6, 7.2.3, 7.3, 8 AND 9, ALL OF WHICH SHALL SURVIVE SUCH
TERMINATION.
8.
REPRESENTATIONS AND WARRANTIES
8.1.
MUTUAL REPRESENTATIONS.
ACCESS AND IG EACH
REPRESENTS AND WARRANTS TO THE OTHER PARTY AS FOLLOWS:
8.1.1.
ORGANIZATION.
IT IS A CORPORATION DULY ORGANIZED,
VALIDLY EXISTING AND IS IN GOOD STANDING UNDER THE