INFRINGEMENT OF ANY THIRD PARTY UNITED STATES OR CANADIAN PATENT
OR ANY COPYRIGHT, TRADE SECRET OR TRADEMARK, OR IN THE EVENT OF ANY ADJUDICATION
THAT ANY PRODUCT INFRINGES UPON ANY THIRD PARTY UNITED STATES OR CANADIAN
PATENT, OR ANY COPYRIGHT, TRADE SECRET OR TRADEMARK, OR VTAL REASONABLY BELIEVES
THAT EITHER SUCH EVENT IS LIKELY TO OCCUR, VTAL SHALL CONSULT WITH SNT AND, AT
VTAL'S EXPENSE AND AT ITS OPTION, SHALL SECURE FOR SNT AND ITS SUBLICENSEE'S THE
RIGHT TO CONTINUE USING SUCH PRODUCT; REPLACE OR MODIFY THE PRODUCT TO MAKE IT
NONINFRINGING IN A MANNER REASONABLE ACCEPTABLE TO SNT; OR, IF COMMERCIALLY
REASONABLE EFFORTS TO ACHIEVE THE FOREGOING ARE UNSUCCESSFUL, VTAL SHALL HAVE
THE RIGHT TO TERMINATE THE LICENSE FOR SUCH PRODUCT AND PAY TO SNT AN AMOUNT
EQUAL TO THE FEE PAID FOR IT UNDER THE APPLICABLE PRODUCT PLAN, LESS CHARGES FOR
THE PREVIOUS USAGE OF THE PRODUCT BASED ON A TEN YEAR AMORTIZATION FROM THE DATE
SUCH FEE WAS PAID.
ARTICLE 7
TERM AND TERMINATION
7.1
TERM.
THIS AGREEMENT SHALL TAKE EFFECT AS OF THE DATE HEREOF AND
SHALL CONTINUE IN FORCE UNTIL THE FIFTH (5TH) ANNIVERSARY OF THE DATE HEREOF.
NOTHING CONTAINED IN THIS AGREEMENT WILL BE INTERPRETED AS REQUIRING EITHER
PARTY TO RENEW OR EXTEND THIS AGREEMENT BEYOND THE INITIAL TERM HEREOF.
7.2
TERMINATION.
NOTWITHSTANDING THE PROVISIONS OF ARTICLE 7.1 ABOVE,
THIS AGREEMENT MAY BE TERMINATED IN ACCORDANCE WITH THE FOLLOWING PROVISIONS:
(A)
A PARTY MAY TERMINATE THIS AGREEMENT BY GIVING NOTICE IN WRITING
TO THE OTHER PARTY IF THE OTHER PARTY IS IN BREACH OF ANY MATERIAL
REPRESENTATION, WARRANTY OR COVENANT OF THIS AGREEMENT AND, EXCEPT AS OTHERWISE
PROVIDED HEREIN, SHALL HAVE FAILED TO CURE SUCH BREACH WITHIN 90 DAYS AFTER
RECEIPT OF WRITTEN NOTICE THEREOF FROM THE FIRST PARTY;
(B)
EITHER PARTY MAY TERMINATE THIS AGREEMENT IF ALL OR SUBSTANTIALLY
ALL OF EITHER PARTY'S ASSETS ARE ACQUIRED OR IF ALL OR SUBSTANTIALLY ALL OF
EITHER PARTY'S
11
BUSINESS THAT RELATES TO THIS AGREEMENT ARE ACQUIRED, UPON TWELVE (12) MONTHS
PRIOR WRITTEN NOTICE TO THE OTHER PARTY, WHICH NOTICE MUST BE GIVEN WITHIN 90
DAYS AFTER IT LEARNS OF SUCH ACQUISITION; AND
(C)
A PARTY MAY TERMINATE THIS AGREEMENT AT ANY TIME BY GIVING NOTICE
IN WRITING TO THE OTHER PARTY, WHICH NOTICE SHALL BE EFFECTIVE UPON DISPATCH,
SHOULD THE OTHER PARTY BECOME INSOLVENT, MAKE AN ASSIGNMENT FOR THE BENEFIT OF
CREDITORS, GO INTO LIQUIDATION OR RECEIVERSHIP OR OTHERWISE LOSE LEGAL CONTROL
OF ITS BUSINESS.
7.3
RIGHTS AND OBLIGATIONS ON TERMINATION.
IN THE EVENT OF
TERMINATION OF THIS AGREEMENT FOR ANY REASON, THE PARTIES SHALL HAVE THE
FOLLOWING RIGHTS AND OBLIGATIONS:
(A)
TERMINATION OF THIS AGREEMENT SHALL NOT RELEASE EITHER PARTY FROM
THE OBLIGATION TO MAKE PAYMENT OF ALL AMOUNTS PREVIOUSLY DUE AND PAYABLE.
(B)
THE TERMINATING PARTY SHALL HAVE THE RIGHT, AT ITS OPTION, TO
CANCEL ANY OR ALL PURCHASE ORDERS THAT PROVIDE FOR DELIVERY AFTER THE EFFECTIVE
DATE OF TERMINATION.
(C)
UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, NOTHING HEREIN
SHALL