PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY OR, IF APPROPRIATE,
WAIVE COMPLIANCE WITH THE TERMS OF THIS AGREEMENT.
IN THE EVENT THAT SUCH
PROTECTIVE ORDER OR OTHER REMEDY IS NOT OBTAINED, THE DISCLOSING PARTY WILL
DISCLOSE ONLY THAT PORTION OF CONFIDENTIAL INFORMATION THAT IT IS ADVISED BY
OPINION OF COUNSEL IS LEGALLY REQUIRED TO BE DISCLOSED, OR ELSE STAND LIABLE FOR
CONTEMPT OR SUFFER OTHER CENSURE OR PENALTY, AND WILL EXERCISE ITS REASONABLE
BEST EFFORTS TO OBTAIN RELIABLE ASSURANCE THAT CONFIDENTIAL TREATMENT REQUIRED
HEREBY WILL BE ACCORDED TO SUCH CONFIDENTIAL INFORMATION; AND THE DISCLOSING
PARTY WILL NOT BE LIABLE FOR SUCH DISCLOSURE UNLESS SUCH DISCLOSURE WAS CAUSED
BY OR RESULTED FROM A PREVIOUS DISCLOSURE BY THE DISCLOSING PARTY NOT PERMITTED
BY THIS AGREEMENT.
The symbol [***] is used to indicate that a portion of the exhibit has been
omitted and filed separately with the commission.
Confidential treatment has
been requested with respect to the omitted portion.
7
8.7.
TERMINATION.
UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT,
THE RECIPIENT PARTY SHALL RETURN ALL CONFIDENTIAL INFORMATION OF THE DISCLOSING
PARTY AND COPIES, EXTRACTS, REFERENCES AND SUMMARIES THEREOF (IN WHATEVER FORM)
TO THE DISCLOSING PARTY; PROVIDED, HOWEVER, THAT THE RECIPIENT PARTY MAY RETAIN
ONE COPY OF SUCH CONFIDENTIAL INFORMATION IN A SECURE LOCATION FOR THE PURPOSES
OF VERIFYING ITS COMPLIANCE UNDER THIS SECTION 8.
9.
TERM AND TERMINATION
9.1.
TERM.
UNLESS THIS AGREEMENT IS EARLIER TERMINATED AS SET FORTH IN
SECTION 9, THIS AGREEMENT WILL HAVE A TERM OF [***] YEARS (THE "INITIAL TERM")
FROM THE DATE OF THE LAST SIGNATURE OF THIS AGREEMENT. FOLLOWING THE INITIAL
TERM, THE AGREEMENT WILL AUTOMATICALLY RENEW FOR ADDITIONAL [***] YEAR TERMS
(EACH A "RENEWAL TERM") UNLESS A PARTY PROVIDES THE OTHER PARTY WITH WRITTEN
NOTICE SIXTY (60) DAYS PRIOR TO A RENEWAL TERM THAT IT DOES NOT WISH TO RENEW
THE AGREEMENT.
9.2.
TERMINATION.
9.2.1.
TERMINATION IN EVENT OF BANKRUPTCY OR INSOLVENCY.
THIS AGREEMENT
MAY BE TERMINATED BY EITHER PARTY, IN THE EVENT THE OTHER PARTY FILES IN ANY
COURT OR AGENCY UNDER ANY STATUTE OR REGULATION OF ANY STATE OR COUNTRY, A
PETITION IN BANKRUPTCY OR INSOLVENCY OR FOR REORGANIZATION OR FOR THE
APPOINTMENT OF A RECEIVER OR TRUSTEE OF THE OTHER PARTY OR OF ITS ASSETS, OR IF
THE OTHER PARTY PROPOSES A WRITTEN AGREEMENT OF COMPOSITION OR EXTENSION OF ITS
DEBTS, OR IF THE OTHER PARTY WILL BE SERVED WITH AN INVOLUNTARY PETITION AGAINST
IT, FILED IN ANY INSOLVENCY PROCEEDING, AND THE PETITION IS NOT STAYED OR
DISMISSED WITHIN 60 DAYS AFTER THE FILING THEREOF, OR IF THE OTHER PARTY WILL
PROPOSE OR BE A PARTY TO ANY DISSOLUTION OR LIQUIDATION, OR IF THE OTHER PARTY
WILL MAKE AN ASSIGNMENT FOR THE BENEFIT OF CREDITORS; OR
9.2.2.
TERMINATION FOR MATERIAL BREACH.
THIS AGREEMENT MAY BE TERMINATED
BY EITHER PARTY UPON ANY MATERIAL BREACH OF THIS AGREEMENT BY THE OTHER PARTY;
EXCEPT THAT THE PARTY ALLEGING SUCH BREACH MUST FIRST GIVE THE OTHER PARTY
WRITTEN NOTICE THEREOF, WHICH NOTICE MUST STATE THE NATURE OF