PRIOR
TO THE TERMINATION.
(D)
BY EITHER PARTY IF THE OTHER PARTY BECOMES THE SUBJECT OF A FILING
OR A PETITION IN BANKRUPTCY, OR IN A JUDICIAL PROCEEDING WITH THE OBJECT OF AN
ARRANGEMENT WITH CREDITORS, OR IF THE RIGHTS OF THIS AGREEMENT ARE SEIZED FOR
THE BENEFIT OF CREDITORS, OR IF THE OTHER PARTY BECOMES THE SUBJECT OF A
PETITION FOR LIQUIDATION.
(E)
BY EITHER PARTY IF THE OTHER PARTY BREACHES A MATERIAL PROVISION
OF THIS AGREEMENT THROUGH ADVERSE ACTION OR A FAILURE TO ACT AND SUCH BREACH
CONTINUES UNREMEDIED FOR 20 DAYS DESPITE WRITTEN NOTIFICATION.
9.03
CONTINUING OBLIGATIONS AFTER TERMINATION.
FOR A PERIOD OF 30 DAYS
FOLLOWING TERMINATION OF THIS AGREEMENT UNDER SECTION 9.02, THE PARTIES WILL
NEGOTIATE TERMS (INCLUDING ROYALTY PAYMENTS) UNDER WHICH THEY MAY CONTINUE TO
UTILIZE KNOW-HOW, LICENSED TRADEMARKS AND TO MAKE, USE OR SELL LICENSED PRODUCTS
UNDER THE LICENSED PATENTS.
IF NO AGREEMENT IS REACHED WITHIN THAT TIME PERIOD:
(A)
EACH PARTY SHALL IMMEDIATELY CEASE AND DESIST FROM ANY AND ALL
MAKING, USING AND SELLING OF LICENSED PRODUCTS, PROVIDED THAT EACH PARTY MAY
COMPLETE AND SELL OR USE ALL LICENSED PRODUCTS PRODUCED OR COMMENCED BEFORE
NOTICE OF TERMINATION WAS GIVEN;
10
(B)
EACH PARTY WILL IMMEDIATELY CEASE AND DESIST FROM ANY AND ALL USE
OF CONFIDENTIAL INFORMATION RECEIVED UNDER THIS AGREEMENT FROM THE OTHER PARTY
AND WILL NOT AT ANY TIME DISCLOSE TO OTHERS OR ASSIST OTHERS IN USING
CONFIDENTIAL INFORMATION SUPPLIED BY THE OTHER PARTY;
(C)
EACH PARTY WILL, AT ITS EXPENSE, PROMPTLY RETURN ALL TANGIBLE
CONFIDENTIAL INFORMATION RECEIVED UNDER THIS AGREEMENT, INCLUDING ALL WRITTEN OR
PRINTED MATERIALS AND ALL COPIES THEREOF;
(D)
EACH PARTY AND ALL SUBLICENSEES OF EACH PARTY WILL IMMEDIATELY
CEASE USING ALL LICENSED TRADEMARKS, EXCEPT TO THE EXTENT THAT USE THEREOF MAY
BE REASONABLE AND NECESSARY IN CONNECTION WITH THE SALE OF PRODUCTS PERMITTED BY
PARAGRAPH (A) ABOVE; AND
(E)
NEITHER PARTY WILL USE, DISCLOSE TO OTHERS, OR ASSIST OTHERS IN
USING KNOW-HOW RECEIVED FROM SUCH LICENSOR HEREUNDER AND WILL CONTINUE TO ABIDE
BY CONFIDENTIALITY OBLIGATIONS.
Each Party agrees to cause each of its sublicensees and any other Person to whom
it has disclosed Know-How in accordance with this Agreement to comply with the
foregoing provisions.
9.04
SURVIVAL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, THE CONTINUING RIGHTS AND OBLIGATIONS OF THE PARTIES AND ANY CAUSE OF
ACTION OR CLAIM OF EITHER PARTY, ACCRUED OR TO ACCRUE, BECAUSE OF ANY BREACH OR
DEFAULT BY THE OTHER PARTY, WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT TO
THE DEGREE NECESSARY TO PERMIT THEIR COMPLETE FULFILLMENT OR DISCHARGE, AND AS
TO ANY PARTICULAR PIECE OF KNOW-HOW, WILL CONTINUE UNTIL SUCH INFORMATION
BECOMES PUBLIC KNOWLEDGE THROUGH NO FAULT OF THE DISCLOSEE.
ARTICLE 10
MISCELLANEOUS
10.01
SEVERABILITY.
UNENFORCEABILITY OF ANY PROVISION OR PROVISIONS OF
THIS AGREEMENT WILL NOT RENDER UNENFORCEABLE, OR IMPAIR, THE REMAINDER OF THIS
AGREEMENT.
IF ANY PROVISION OR PROVISIONS OF THIS AGREEMENT ARE FOUND TO BE
INVALID, ILLEGAL OR UNENFORCEABLE, EITHER IN WHOLE OR IN PART, THIS AGREEMENT
WILL